Common use of Prorations and Charges Clause in Contracts

Prorations and Charges. (a) The building tenants are currently responsible under the terms of their respective Leases for the payment of all taxes and assessments on the Real Property and such tenants shall remain responsible for all real estate taxes and assessments through the day prior to Closing and after Closing. Buyer and Seller agree that there shall be no proration at Closing for real estate taxes and assessments. (b) At Closing, Seller shall pay to Buyer all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (c) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agent. (d) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing.

Prorations and Charges. (a) The building tenants (i) At Closing, Buyer and Seller shall prorate as of the Closing Date those items of income and expense that are currently responsible under capable of an exact determination. For those items of income and expense that are incapable of an exact determination as of the terms Closing Date, Buyer and Seller shall make a good faith estimate of their respective Leases for the payment closing prorations using the most recent ascertainable amounts of all taxes or other reliable information in respect of each such item of income and assessments on the Real Property and such tenants shall remain responsible for all real estate taxes and assessments through the day prior to Closing and after Closingexpense. Buyer and Seller agree that there shall be no proration at use their commercially reasonable efforts to obtain an exact determination of the remaining items of income and expense within sixty (60) days after the end of the calendar year in which the Closing for real estate taxes and assessmentsDate occurs. After approval of such report, if Buyer owes money to Seller, Buyer promptly shall pay such overage to Seller, or if Seller owes Buyer money, Seller promptly shall pay the amount so owed to Buyer. (bii) At Notwithstanding anything to the contrary contained in Section 12(a)(i), taxes, real property taxes, special taxes, assessments and sewer charges (collectively, "Taxes") for the year 2003 (payable in 2004) shall not be prorated and shall be payable as provided herein. Seller shall pay all Taxes for the calendar year 2003 (payable in 2004) on or prior to Closing. Buyer shall reimburse Seller for any amounts received by tenants for Taxes for the year 2003 (payable in 2004) within thirty (30) days of Buyer's receipt of same. Seller shall have the right to pursue tenants for reimbursements of said amounts if Buyer fails to reimburse Seller with same. Taxes for calendar year 2004 (payable in 2005) shall be prorated at Closing based on the proportionate share of Taxes allocated to all "non-material tenants" and Buyer shall receive at Closing a credit based on the number of days from January 1, 2004 to the Closing Date (based upon the most recent final tax xxxx). Taxes for calendar year 2004 (payable in 2005) shall not be prorated for the proportionate share of Taxes allocated to those "material tenants" described on EXHIBIT I, which is attached to and made a part of this Agreement, such tenants having greater than six (6) years remaining on their lease term, and Buyer shall be solely responsible for such Taxes. (iii) Seller shall notify all water, gas, electric and other utility companies servicing the common areas of the Property (collectively, the "Utility Companies") of the sale of the Property to Buyer and that all utility bills for the period commencing as of the day of Closing are to be sent to Buyer at the notice address provided in Section 18 of this Agreement. (iv) Notwithstanding anything to the contrary in Section 12(a)(i), proration of percentage rent payable by tenants of the Property shall be governed by this Section 12(a)(iv). Percentage rent payable by tenants of the Property for calendar year 2004 shall be prorated as provided herein. Any monthly or quarterly percentage rent received by Seller before Closing shall be retained by Seller. Any monthly or quarterly percentage rent received by Buyer after Closing shall be retained by Buyer. Any annual percentage rent received by Buyer after the Closing shall be prorated between Seller and Buyer based upon that portion of the calendar year in which Seller and Buyer, respectively, were the owners of the Property. For example, if annual percentage rent of $12,000 is due at the end of a tenant's fiscal year ending October 31, 2004 and the Closing occurs on August 31, 2004, then Seller shall receive a payment of $10,000 and Buyer shall retain $2,000. Also for example, if annual percentage rent of $12,000 is due at the end of a tenant's calendar year and the Closing occurs on August 31, 2004, then Seller shall receive a payment of $8,000 and Buyer shall retain $4,000. (v) Notwithstanding anything to the contrary in Section 12(a)(i), proration of common area maintenance ("CAM") and insurance ("Insurance") charges payable by tenants of the Property shall be governed by this Section 12(a)(v). To the extent CAM revenue and Insurance received by Seller prior to Closing exceed the actual expenses for which such CAM and Insurance are paid, Seller shall credit Buyer at Closing with the amount of such excess. To the extent CAM revenue and Insurance received by Seller prior to Closing are less than the actual expenses for which such CAM and Insurance are paid, Buyer shall pay to Seller any payments actually received from tenants for such CAM and Insurance payments. Buyer and Seller shall cooperate to reconcile with the tenants for the entire year of 2004, provided that any increases in expenditures for any capital improvements after the Closing Date shall be disregarded for purposes of such reconciliation. Seller shall have the right to submit to Buyer any CAM and Insurance bills received by Seller which are attributable to the month of Closing, to the extent such bills can be passed through to tenants as CAM and Insurance charges. (vi) The provisions of this subsection 12(a) shall survive the Closing and the recording of the Deed for four hundred fifty days and shall not be merged thereby. For purposes of computing any prorations required under this Section, the Closing Date shall be a day of income and expense to Buyer. (vii) Seller shall be obligated to pay the cost of any leasing commission and tenant improvements that are due and payable on or before the Closing with respect to existing leases. Any leasing commissions and tenant improvement costs incurred for leases entered into after the date hereof and before the Closing (which have been approved in writing by Buyer) shall be prorated between Seller and Buyer in the same proportion as the rental income received by Seller prior to the Closing and the rental income to be received by Buyer after the Closing bears to the total rental income provided for over the term of the new lease. For example, if a new lease involved a leasing commission of $10,000, a monthly rental income of $1,000, a rental income over the term of the lease of $60,000 and the new lease was in effect six months prior to the Closing, Seller would be responsible for $1,000 of the leasing commission and Buyer would be responsible for $9,000 of the leasing commission. If Seller has not paid its proportionate share, then Buyer shall pay be entitled to a credit at Closing and in the event Seller has paid more than its proportionate share, then Seller shall be entitled to a credit at Closing. In regard to leases existing as of the date hereof, Seller represents and warrants to Buyer all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator on account that installments of additional rent items not yet leasing commissions and tenant improvement costs that are due and payable after the Closing total $0.00. All leasing commissions and tenant improvement costs relating to the exercise of any expansion, extension or renewal option which would first become effective prior to Closing shall be prorated, between Seller and Buyer in the same proportion as the rental income received by SellerSeller prior to the Closing and the rental income to be received by Buyer after the Closing bears to the total rental income provided for over the term of the expanded, such extended or renewed lease. (See the example set forth above). If Seller has not paid its proportionate share as tax of Closing, then Buyer shall be entitled to a credit at Closing and insurance escrows. in the event Seller has paid more than its proportionate share, then Seller shall make such payment in the form of be entitled to a credit at Closing. (viii) Buyer shall receive a credit against the Purchase Price in favor an amount equal to the full amount of Buyer. tenant cash security deposits (c) Unless otherwise set forth herein, Buyer and together with any interest earned thereon to the extent required to be paid to tenants under the Leases). Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred use commercially reasonable efforts to effectuate an assignment or substitution of any non-cash security held in connection with the preparation Leases, including any letters of this Agreement credit (which would be transferred and assigned by the preparation for and closing issuing bank such that Buyer is the named beneficiary of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating such letter of credit at or prior to its due diligence review Closing), provided however, if any such letters of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. credit are not assignable, Seller shall be responsible for all transfer taxes assessed have the right to substitute cash in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agentlieu thereof. (d) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing.

Prorations and Charges. Notwithstanding anything to the contrary contained herein, the date for all prorations and adjustments described herein shall be made as of February 28, 2014 if the Closing occurs in February 2014 or March 31, 2014 if the Closing occurs in March 2014 or the last day of such later month in which the Closing occurs (the “Adjustment Date”). The following items shall be prorated or adjusted as of either such date: (a) The building tenants are currently responsible under All general real estate and personal property taxes based on the terms of their respective Leases taxes for the payment of all taxes and assessments year in which the Closing occurs, if known, otherwise on the Real Property and such tenants prior year’s taxes. Seller shall remain be responsible for all real estate taxes and assessments through the day Adjustment Date. In the event taxes are prorated on the prior year’s taxes, the parties agree to reprorate taxes when the taxes for the current year are known, and the parties agree to make such payment between themselves to effectuate such reproration. Assessments of any kind (general, special or otherwise) levied or to be levied, if any, for work on site actually commenced or announced (by either a private individual or entity or a governmental entity) prior to Closing shall be paid by Seller at or prior to Closing but pro-rated if such is an annual charge. All other assessments shall be paid by Buyer if this transaction is consummated. (b) In addition, the following items shall be prorated as of the Adjustment Date and shown as credits to Buyer on the Closing Statement, as applicable: all rents and other payments paid to Seller under the Leases for periods subsequent to the date of Closing. Miscellaneous accounts required for the orderly transfer of management of the Property shall be handled between the parties in a reasonable and prudent business-like manner. The property management staff of Seller who are engaged by Buyer to manage the Property after Closing shall pay all invoices for all of the expenses for the Property for the period ending as of the Closing Date with Seller’s funds and operating expenses for all periods after the Closing Date from Purchaser’s funds, and shall prorate all expenses, including all utility charges (as applicable), including, but not limited to, sewer, water, electricity, gas, telephone and other private and municipal charges, that can cover both a pre-Closing and post-Closing time period in a fair and reasonable manner. Seller shall, with Buyer’s assistance and cooperation, be responsible for collecting any rents or other payments payable to Seller under the Leases for periods prior to the date of Closing. Income derived from the Property that is earned after the Adjustment Date shall accrue to the benefit of Buyer. Any expenses that are prepaid by Seller for periods after Closing shall be reimbursed to Seller or credited or offset against any items or amounts payable by Seller. (c) To the extent required, at Closing, Buyer and Seller acknowledge and agree that, pursuant to 26 USC § 1445, Buyer must and shall withhold ten percent (10%) of the Purchase Price and file Form 8288 and transmit the tax withheld to the IRS by the 20th day after Closing. Buyer and Seller agree that there shall be no proration at Closing must also complete a Form 8288-A for real estate taxes and assessmentseach person or entity subject to withholding. (bd) At Closing, Seller shall pay to Buyer all security deposits actually paid under the Leases, together with any interest accrued thereonthereon (if applicable or required), as well as any other funds actually paid to Seller by Operator tenants on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (ce) Unless otherwise set forth herein, Buyer and Seller shall each pay one-half (1/2) of the cost of the transfer tax imposed by the State of Georgia upon the conveyance of the Property. Seller will pay all other costs and expenses incurred by Seller in Closing and consummating the purchase and sale of the Property. Buyer will pay the fees for the recording of the deed(s) from Seller to Buyer and all other instruments required under this Agreement, the cost of the Survey obtained by Buyer, the cost of the Title Commitment, including the cost of the examination of title to the Property made in connection therewith, and the premium for the owner’s policy (and lender’s policy, if any) of title insurance issued pursuant thereto, and all other costs and expenses incurred by Buyer in Closing and consummating the purchase and sale of the Property. Buyer and Seller shall each pay one-half (1/2) of any costs and fees of Escrow Agent with regard to the maintenance and disbursement of the escrow for the Deposit and to Closing. Each party shall be solely liable responsible for its own costs and expenses (including attorney fees) attorneys’ fees incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agent. (df) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties Warranties, and Licenses and Permits shall be paid by Seller at Closing. (g) Any and all other normal, on-going operating expenses attributable to the Property shall be prorated between the parties through the day before Closing. (h) At Closing, Seller shall pay for or escrow an amount sufficient to pay for all of the then unpaid HVAC equipment replacement costs to be made to the Real Property, completion of which is anticipated to occur in March 2014, which, as of the date of this Agreement, have been identified and agreed upon by Buyer and Seller and are estimated to be approximately $670,000.00. If the HVAC equipment replacement has not been completed prior to Closing, then Buyer and Seller agree that Escrow Agent shall retain in escrow from the proceeds payable to Seller at Closing an amount equal to one hundred five percent (105%) of the then unpaid balance of the estimated cost for the HVAC equipment replacement that is to be made to the Real Property and, upon joint written instructions from Buyer and Seller, disburse such funds as directed by Buyer and Seller, thereafter delivering to Seller the balance of such escrowed funds, if any, after payment in full of the HVAC equipment replacement costs. In the event that the amount placed in escrow by Seller is not sufficient to pay for the actual amount of such replacement costs, Seller shall be responsible for payment of the shortage, and correspondingly, in the event that the amount placed in escrow by Seller exceeds the actual amount of such replacement costs, then such excess shall be refunded to Seller promptly and in no event more than ten (10) days after payment of such HVAC equipment replacement costs. Buyer hereby acknowledges that prior to execution of this Agreement, it has requested that Seller order and receive such HVAC equipment even though the parties anticipate that the installation of the same shall not be completed prior to Closing. The Spare HVAC Compressors and other materials (including recaptured freon) that will no longer be appropriate or necessary for the operation of the MOB will be sold and the proceeds therefrom applied to the cost of the HVAC equipment replacement described herein, and to the extent not sold, shall be retained and returned to Seller, who may sell the same for its own benefit. Anything to the contrary in this Agreement notwithstanding, the terms of this Section 8(h) shall survive the closing of the transaction contemplated herein. (i) Within ninety (90) days after the Closing, Buyer and Seller shall reconcile all of the foregoing payments and prorations based on actual bills or invoices received after the Closing, but only if the prorations or payments were based on an estimate and not actual current bills or invoices. In the event that any item of income, charge, or expense cannot be reconciled accurately within such 90-day period, the Buyer and Seller hereby agree to delay such reconciliation for such particular item(s) until a date when it can be accurately completed. Any party owing to the other party any amount ascertained by the required reconciliations shall promptly, but in no event later than fifteen (15) business days after the date of the applicable reconciliation, pay the other party such amount. The obligations set forth in the Section 8(h) shall survive Closing.

Prorations and Charges. (a) The building tenants are currently responsible under Master Tenant, pursuant to the terms of their respective Leases Master Lease, is required to pay all general real estate and personal property taxes for the payment Property for the year in which the Closing occurs, and, accordingly, such general real estate and personal property taxes shall not be prorated at Closing. In the event Master Tenant is not required to pay any portion or all of all the real estate or personal property taxes and assessments pursuant to the Master Lease, then such real estate or personal property taxes not paid by Master Tenant shall be prorated through the day before the Closing based on the Real Property and such tenants taxes for the year that the Closing is in, if known, otherwise on the prior year’s taxes. Seller shall remain then be responsible for all real estate taxes and assessments through the day prior to Closing and after the Closing. Buyer In the event taxes are prorated on the prior year’s taxes, the parties agree to reprorate taxes when the taxes for the current year are known, and Seller the parties agree that there to make such payment between themselves to effectuate such reproration. All assessments of any kind (general, special or otherwise) levied or to be levied, if any, for work on site actually commenced or announced (by either a private individual or entity or a governmental entity) prior to Closing shall be no proration paid by Master Tenant, if required pursuant to the Master Lease, or by Seller at Closing for or prior to Closing. All other assessments shall be paid by Buyer if this transaction is consummated. Buyer will reasonably cooperate with and assist Seller in administering any post-closing real estate taxes and assessmentsproperty tax appeals relating to the Real Property during the Term of the Master Lease. (b) In addition, the following items shall be paid by Master Tenant, pursuant to the Master Lease, whether incurred before or after Closing, and such items shall not be prorated at Closing: all utility charges (as applicable), including, but not limited to, sewer, water, electricity, gas, telephone and other private and municipal charges (collectively “Utility Charges”). Income derived from the Property that is earned as of the day of Closing shall accrue to the benefit of Buyer. In the event Master Tenant is not required to pay any portion or all of the Utility Charges pursuant to the Master Lease, then each of the Utility Charges not paid by Master Tenant shall be prorated through the day before Closing and shown as a credit to Buyer on the Closing Statement, as applicable. Seller shall be responsible for obtaining all necessary billing information for each of the Utility Charges not paid by Master Tenant in order to accurately reflect the same on the Closing Statement. (c) At Closing, Seller shall pay to Buyer any and all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator tenants in the Property on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (cd) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection pay all transfer taxes associated with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review conveyance of the Property and its financingall recording fees customarily paid by Sellers in the locality where the Property is located. Buyer shall be responsible for the cost payment of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller title fees and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees premiums associated with the Deed Title Policy (and those recording fees relating to Buyer’s financingmortgagee policy, which shall be the sole responsibility of Buyerif any). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein other closing expenses shall be allocated between the parties in accordance with local customthe customary manner for sales of real property in the locality where the Property is located. Each party is responsible for paying its own respective attorneys’ fees incurred in negotiating, as advised preparing and closing the transaction contemplated by the Escrow Agentthis Agreement. (de) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing. (f) Any and all other normal, on-going operating expenses attributable to the Property, whether incurred before or after Closing, except to the extent any of the same relate to the Contract Rights excluded from the Property pursuant to Section 6(d) of this Agreement, shall be paid by Master Tenant, pursuant to the Master Lease. In the event Master Tenant is not required to pay such on-going operating expenses pursuant to the Master Lease, then such normal on-going operating expenses attributable to the Property, except to the extent any of the same relate to the Contract Rights excluded from the Property pursuant to Section 6(d) of this Agreement, shall be prorated between the parties through the day before Closing. (g) To the extent any of the foregoing payments and prorations are not required to be paid by Master Tenant pursuant to the Master Lease, then within ninety (90) days after the Closing, Buyer and Seller shall reconcile such payments and prorations based on actual bills or invoices received after the Closing, but only if the prorations or payments were based on an estimate and not actual current bills or invoices. In the event that any item of income, charge, or expense cannot be reconciled accurately within such 90-day period, the Buyer and Seller hereby agree to delay such reconciliation until a date when it can be accurately completed. Any party owing to the other party any amount ascertained by the required reconciliations shall promptly, but in no event later than fifteen (15) business days after the date of the applicable reconciliation, pay the other party such amount. The obligations set forth in this Section 8(g) shall survive Closing. As applicable, all of the foregoing items set forth in this Section 8, unless otherwise expressly stated, shall be prorated between the parties as of midnight of the day before Closing.

Prorations and Charges. (a) The building tenants are Operator is currently responsible under the terms of their respective Leases the Master Lease for the payment of all taxes and assessments on the Real Property and such tenants Operator shall remain responsible for all real estate taxes and assessments through the day prior to Closing and after Closing. Buyer and Seller agree that there shall be no proration at Closing for real estate taxes and assessments. (b) At Closing, Seller shall pay to Buyer all security deposits under the LeasesMaster Lease, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. However, Seller does not hold any deposits, including security deposits, on the account of Operator. (c) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma Texas equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. Without limiting any other provision hereof, in no case will Seller be obligated to pay any costs or expenses (including legal fees) incurred by Operator. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agent. (d) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing.

Prorations and Charges. (a) The building tenants At Closing, Buyer and Seller shall prorate as of the Closing Date those items of income and expense that are currently responsible under capable of an exact determination. For those items of income and expense that are incapable of an exact determination as of the terms Closing Date, Buyer and Seller shall make a good faith estimate of their respective Leases for the payment closing prorations using the most recent ascertainable amounts of all taxes or other reliable information in respect to each such item of income and assessments on the expense. Real Property and such tenants shall remain responsible for all real estate taxes and assessments through that are not yet due and payable shall be apportioned using the day prior rates and valuation shown on the latest available tax xxxx. If percentage rent is payable pursuant to any of the Tenant Leases, Seller shall be entitled to its prorata share of any percentage rent under any Tenant Lease for any fiscal year which includes the Closing Date, and the proration shall be based on the number of days in such fiscal year before Closing and after Closingthe actual percentage rent due under any such Tenant Lease for the most recent period for which percentage rent was due and payable thereunder. Buyer and Seller agree that there shall be no proration at use their best efforts to obtain an exact determination of the remaining items of income and expense within sixty (60) days after the Closing Date, except for the xxxx for real estate taxes and assessmentspercentage rent which may be available sometime after the sixtieth (60th) day after the Closing Date. On or before the sixtieth (60th) day after the Closing Date, Buyer shall deliver a report to Seller, indicating which estimated closing items have been determinable, together with such documentation enabling Buyer to make such exact determination and the amount either owed by, or owed to, Seller. Seller shall have twenty (20) days to review such report and indicate its approval of such determinations. After approval of such report or after receipt of the actual xxxx for real estate taxes and/or percentage rent, if Buyer owes money to Seller, Buyer shall promptly pay such overage to Seller, or if Seller owes Buyer money, Seller shall promptly pay the amount so owed to Buyer. This provision shall survive the Closing for a period of one (1) year and the recording of the Deed and shall not be merged thereby. For purposes of computing any prorations required under this Section, the Closing Date shall be a day of income and expense to Buyer unless the Closing Date occurs on the last day of a month, in which event the Closing Date shall be a day of income and expense to Seller. Buyer shall be obligated to pay the cost of any leasing commission or tenant improvements with respect to any new lease approved by Buyer prior to the Closing. Seller shall credit to Buyer at Closing (or retain responsibility for and establish and fund an escrow at Closing as provided below) all unpaid tenant improvement allowances and leasing commissions due or to become due under Tenant Leases. (b) If on the Closing Date, any tenant is delinquent in the payment of rent or any other monetary obligations for more than thirty (30) days, such delinquent rent shall remain the property of Seller and no proration with respect thereto shall be made at Closing. Seller shall have the right to collect the same from such Tenant, including the right to xxx such Tenant for nonpayment of rent. If Buyer receives any amount from such tenant after Closing, Buyer shall apply the same to the most current monthly rental obligations and any remainder to the oldest receivable and remit such remainder to Seller to the extent that such receivable is the property of Seller. (c) At Closing, Seller shall pay to be charged the following: (i) prorated general real estate taxes and assessments; (ii) prorated charges for Service Contracts and any other obligations assumed by Buyer all for which payments are made in arrears; (iii) prorated prepaid rents and other charges prepaid under the Tenant Leases; (iv) security deposits held by Seller pursuant to the Tenant Leases; (v) cost of any transfer taxes or deed stamps required to record the Deed; (vi) one-half (1/2) of the escrow fee; (vii) all brokerage fees payable in connection with this transaction, as required by Section 19 of this Agreement; (viii) Seller’s attorneys’ fees; and (ix) costs of discharging and releasing all Monetary Liens; (x) costs of discharging any unfunded tenant improvement costs or allowances and all commissions due under the LeasesTenant Leases (at Seller’s election, together unfunded tenant allowances may be escrowed with Escrow Agent pursuant to an escrow agreement satisfactory to Buyer, Seller and Escrow Agent, pursuant to which such monies shall be paid by Escrow Agent to the tenant as and when due to the tenant; all interest earned on such escrow to remain in such account until such obligation is fully discharged and thereafter shall belong to and be paid to the Seller); and (xi) costs of discharging any interest accrued thereonoutstanding amounts due through the date of Closing under (a) that certain Easement Agreement by and between Seller and 99 Bedford Limited Partnership, dated as of July 17, 2000 and recorded in Suffolk County in Book 25589, Page 325, (b) that certain Easement Agreement by and between Seller to Kingston LLC dated as of November 10, 2000 and recorded in Suffolk County in Book 2552, Page 94, as well as any other funds paid to Seller affected by Operator on account of additional rent items not yet due that certain Confirmatory Easement Agreement dated November 10, 2000 and payable by Sellerrecorded in Book 25590, such as tax Page 2, and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (c) Unless otherwise set forth herein, Buyer that certain Easement Agreement by and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. between Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees99 Bedford Limited Partnership dated September 4, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent2002, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coveragerecorded in Suffolk County as Instrument No. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agent570. (d) All rightsAt Closing, privileges, income, rents, liabilities, obligations, expenses Buyer shall be charged the following: (i) charges paid in advance by Seller for items assumed by Buyer; (ii) cost of recording the Deed and costs relating such other instruments as Buyer or Buyer’s title company may consider necessary or desirable to the assignment be recorded; (iii) cost of Buyer’s title insurance policy and transfer any endorsements thereto to insure over any title defect; (iv) one-half (1/2) of the Contract Rights, Records escrow fee; (v) Buyer’s attorneys’ fees; and (vi) all other fees in connection with the consummation of the transactions contemplated by this Agreement and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closingnot expressly set forth in this Agreement.

Prorations and Charges. (a) The building tenants are currently responsible under the terms of their respective Leases for the payment of all taxes and assessments on the Real Property and such tenants shall remain responsible for all real estate taxes and assessments through the day prior to Closing and after Closing. Buyer and Seller agree that there shall be no proration at Closing for real estate taxes and assessments. (b) At Closing, Seller shall pay to Buyer all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (c) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All abstract costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by to bring the Escrow Agent. (d) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing.abstract

Prorations and Charges. (a) The building tenants are currently responsible under All general real estate and personal property taxes shall be prorated through the terms of their respective Leases day before the Closing based on the taxes for the payment of all taxes and assessments year that the Closing is in, if known, otherwise on the Real Property and such tenants prior year’s taxes. Seller shall remain be responsible for all real estate taxes and assessments through the day prior to Closing and after the Closing. Buyer In the event taxes are prorated on the prior year’s taxes, the parties agree to reprorate taxes when the taxes for the current year are known, and Seller the parties agree that there to make such payment between themselves to effectuate such reproration. Assessments of any kind (general, special or otherwise) levied or to be levied, if any, for work on site actually commenced or announced (by either a private individual or entity or a governmental entity) prior to Closing shall be no proration paid by Seller at Closing for real estate taxes and assessmentsor prior to Closing. All other assessments shall be paid by Buyer if this transaction is consummated. (b) In addition, the following items shall be prorated through the day before Closing and shown as credits to Buyer on the Closing Statement, as applicable: all rents and other payments payable to Seller under the Facility Lease (regardless of whether such payments have actually been made to Seller); all utility charges (as applicable), including, but not limited to, sewer, water, electricity, gas, telephone and other private and municipal charges (collectively “Utility Charges”). Seller shall be responsible for obtaining all necessary billing information for the Utility Charges in order to accurately reflect the same on the Closing Statement. Seller shall be responsible for collecting any rents or other payments payable to Seller under the Facility Lease regardless of whether Buyer has received a credit against the Purchase Price related to such unpaid amounts owed to Seller. Income derived from the Property that is earned as of the day of Closing shall accrue to the benefit of Buyer. (c) At Closing, Seller shall pay to Buyer any and all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator KPHD on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (cd) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection pay all transfer taxes associated with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review conveyance of the Property and its financing. Buyer shall be responsible for all recording fees customarily paid by Sellers in the cost of recording locality where the DeedProperty is located. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller payment of title fees and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees premiums associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverageTitle Policy. All costs not specifically allocated herein other closing expenses shall be allocated between the parties in accordance with local customthe customary manner for sales of real property in the locality where the Property is located. Each party is responsible for paying its own respective attorneys’ fees incurred in negotiating, as advised preparing and closing the transaction contemplated by the Escrow Agentthis Agreement. (de) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing, if any. (f) Any and all other normal, on-going operating expenses attributable to the Property, except to the extent any of the same relate to the Contract Rights excluded from the Property pursuant to Section 8(d) of this Agreement, shall be prorated between the parties through the day before Closing. (g) Within ninety (90) days after the Closing, Buyer and Seller shall reconcile all of the foregoing payments and prorations based on actual bills or invoices received after the Closing, but only if the prorations or payments were based on an estimate and not actual current bills or invoices. In the event that any item of income, charge, or expense cannot be reconciled accurately within such 90-day period, the Buyer and Seller hereby agree to delay such reconciliation until a date when it can be accurately completed. Any party owing to the other party any amount ascertained by the required reconciliations shall promptly, but in no event later than fifteen (15) business days after the date of the applicable reconciliation, pay the other party such amount. The obligations set forth in this Section 10(g) shall survive Closing. As applicable, all of the foregoing items set forth in this Section 10, unless otherwise expressly stated, shall be prorated between the parties as of midnight of the day before Closing.

Prorations and Charges. (a) The building tenants At Closing, Tenant and Landlord shall prorate as of the Closing Date those items of income and expense that are currently responsible under capable of an exact determination. For those items of income and expense that are incapable of an exact determination as of the terms Closing Date, Tenant and Landlord shall make a good faith estimate of their respective Leases for the payment closing prorations using the most recent ascertainable amounts of all taxes or other reliable information in respect to each such item of income and assessments on the expense. Real Property and such tenants shall remain responsible for all real estate taxes and assessments through that are not yet due and payable shall be apportioned using the day prior rates and valuation shown on the latest available tax xxxx. If percentage rent is payable pursuant to any of the tenant leases, Landlord shall be entitled to its prorata share of any percentage rent under any tenant lease for any fiscal year which includes the Closing Date, and the proration shall be based on the number of days in such fiscal year before Closing and the actual percentage rent due under any such tenant lease for the most recent period for which percentage rent was due and payable thereunder. Tenant and Landlord shall use their best efforts to obtain an exact determination of the remaining items of income and expense within sixty (60) days after Closing. Buyer and Seller agree that there shall be no proration at the Closing Date, except for the xxxx for real estate taxes and assessmentspercentage rent which may be available sometime after the sixtieth (60th) day after the Closing Date. On or before the sixtieth (60th) day after the Closing Date, Tenant shall deliver a report to Landlord, indicating which estimated closing items have been determinable, together with such documentation enabling Tenant to make such exact determination and the amount either owed by, or owed to, Landlord. Landlord shall have twenty (20) days to review such report and indicate its approval of such determinations. After approval of such report or after receipt of the actual xxxx for real estate taxes and/or percentage rent, if Tenant owes money to Landlord, Tenant shall promptly pay such overage to Landlord, or if Landlord owes Tenant money, Landlord shall promptly pay the amount so owed to Tenant. This provision shall survive the Closing for a period of one (1) year and the recording of the Deed and shall not be merged thereby. For purposes of computing any prorations required under this Section, the Closing Date shall be a day of income and expense to Tenant unless the Closing Date occurs on the last day of a month, in which event the Closing Date shall be a day of income and expense to Landlord. Tenant shall be obligated to pay the cost of any leasing commission or tenant improvements with respect to any new lease approved by Tenant prior to the Closing. (b) At Closing, Seller Landlord shall pay to Buyer all be charged the following: (i) prorated general real estate taxes and assessments; (ii) prorated charges for service contracts and any other obligations assumed by Tenant for which payments are made in arrears; (iii) prorated prepaid rents and other charges prepaid under the tenant leases; (iv) security deposits under held by Landlord pursuant to the Leases, together with tenant leases; (v) cost of any interest accrued thereon, as well as any transfer taxes or deed stamps required to record the Deed; (vi) one-half (1/2) of the escrow fee; (vii) Landlord's attorneys' fees; (viii) costs of discharging and releasing all Monetary Liens; (ix) all other funds paid fees and costs to Seller by Operator on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyerextent expressly allocated to Landlord herein. (c) Unless otherwise set forth hereinAt Closing, Buyer Tenant shall be charged the following: (i) charges paid in advance by Landlord relating to periods post-Closing for items assumed by Tenant; (ii) cost of recording the Deed and Seller shall each such other instruments as Tenant or Tenant's title company may consider necessary or desirable to be solely liable for its own costs recorded; (iii) cost of Tenant's title insurance policy and expenses any endorsements thereto to insure over any title defect; (including attorney iv) one-half (1/2) of the escrow fee; (v) Tenant's attorneys' fees; and (vi) incurred all other fees in connection with the preparation consummation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated hereinby this Exhibit and not expressly set forth in this Exhibit. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow AgentNOTE: THE ABOVE PRORATION SECTIONS WILL BE SUBJECT TO APPROPRIATE MODIFICATION TO REFLECT THAT TENANT WILL BE PAYING CERTAIN EXPENSES ASSOCIATED WITH THE OWNERSHIP AND OPERATION OF THE PROPERTY PRIOR TO CLOSING. (d) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing.

Prorations and Charges. (a) The building tenants are currently responsible under All general real estate shall be prorated through the terms of their respective Leases day before the Closing based on the taxes for the payment of all taxes and assessments year that the Closing is in, if known, otherwise on the Real Property and such tenants prior year’s taxes. Seller shall remain be responsible for all real estate taxes and assessments through the day prior to the Closing. In the event taxes are prorated on the prior year’s taxes, the parties agree to reprorate taxes when the taxes for the current year are known, and the parties agree to make such payment between themselves to effectuate such reproration. Assessments of any kind (general, special or otherwise) levied or to be levied, if any, for work on site actually commenced or announced (by either a private individual or entity or a governmental entity) prior to Closing shall be paid by Seller at or prior to Closing. All other assessments shall be paid by Buyer if this transaction is consummated. If any such assessments are to be paid in installments, Seller shall be responsible for the installments due prior to Closing and Buyer shall be responsible for the installments due after Closing. Buyer and Seller agree that there shall be no proration at Closing for real estate taxes and assessments. (b) In addition, the following items shall be prorated through the day before Closing and shown as credits to Buyer on the Closing Statement, as applicable: all rents and other payments payable to Seller under the Leases (regardless of whether such payments have actually been made to Seller); all utility charges (as applicable), including, but not limited to, sewer, water, electricity, gas, telephone and other private and municipal charges (collectively “Utility Charges”). Seller shall be responsible for obtaining all necessary billing information for the Utility Charges in order to accurately reflect the same on the Closing Statement. Seller shall be responsible for collecting any rents or other payments payable to Seller under the Leases regardless of whether Buyer has received a credit against the Purchase Price related to such unpaid amounts owed to Seller. Income derived from the Property that is earned as of the day of Closing shall accrue to the benefit of Buyer. (c) At Closing, Seller shall pay to Buyer all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator tenants on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (cd) Unless otherwise set forth hereinAll real estate transfer taxes, Buyer recording fees, and Seller shall each be solely liable for its own costs title insurance fees and expenses (including attorney fees) incurred premiums imposed on or in connection with the preparation of transaction contemplated by this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agent. (d) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing. All other Closing expenses shall be allocated between Buyer and Seller in the customary manner for sales of real property similar to the Property in Sarasota, Florida, or as mutually agreed by the parties. Each party shall be responsible for its own attorneys’ fees incurred in connection with this transaction. (e) Any and all other normal, on-going operating expenses attributable to the Property, except to the extent any of the same relate to the Contract Rights excluded from the Property pursuant to Section 6(c) of this Agreement, shall be prorated between the parties through the day before Closing. (g) Within ninety (90) days after the Closing, Buyer and Seller shall reconcile all of the foregoing payments and prorations based on actual bills or invoices received after the Closing, but only if the prorations or payments were based on an estimate and not actual current bills or invoices. In the event that any item of income, charge, or expense cannot be reconciled accurately within such 90-day period, the Buyer and Seller hereby agree to delay such reconciliation until a date when it can be accurately completed. Any party owing to the other party any amount ascertained by the required reconciliations shall promptly, but in no event later than fifteen (15) business days after the date of the applicable reconciliation, pay the other party such amount. The obligations set forth in the Section 8(g) shall survive Closing. As applicable, all of the foregoing items set forth in this Section 8, unless otherwise expressly stated, shall be prorated between the parties as of midnight of the day before Closing.

Prorations and Charges. (a) The building tenants are currently responsible under All general real estate and personal property taxes shall be prorated through the terms of their respective Leases day before the Closing based on the taxes for the payment of all taxes and assessments year that the Closing is in, if known, otherwise on the Real Property and such tenants prior year’s taxes. Seller shall remain be responsible for all real estate taxes and assessments through the day prior to Closing and after the Closing. Buyer In the event taxes are prorated on the prior year’s taxes, the parties agree to reprorate taxes when the taxes for the current year are known, and Seller the parties agree that there to make such payment between themselves to effectuate such reproration. Assessments of any kind (general, special or otherwise) levied or to be levied, if any, for work on site actually commenced or announced (by either a private individual or entity or a governmental entity) prior to Closing shall be no proration paid by Seller at Closing for real estate taxes and assessmentsor prior to Closing. All other assessments shall be paid by Buyer if this transaction is consummated. (b) In addition, the following items shall be prorated through the day before Closing and shown as credits to Buyer on the Closing Statement, as applicable: all rents and other payments payable to Seller under the Leases (regardless of whether such payments have actually been made to Seller); all utility charges (as applicable), including, but not limited to, sewer, water, electricity, gas, telephone and other private and municipal charges (collectively “Utility Charges”), and the Loan. Seller shall be responsible for obtaining all necessary billing information for the Utility Charges in order to accurately reflect the same on the Closing Statement. Seller shall be responsible for collecting any rents or other payments payable to Seller under the Leases regardless of whether Buyer has received a credit against the Purchase Price related to such unpaid amounts owed to Seller. Income derived from the Property that is earned as of the day of Closing shall accrue to the benefit of Buyer. Seller shall be responsible for obtaining all necessary information for the Loan in order to accurately reflect the same on the Closing Statement. (c) At Closing, Seller shall pay to Buyer any and all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator Tenants on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (cd) Unless otherwise set forth hereinAll real estate transfer taxes, recording fees, title insurance fees and premiums for the owner’s policy of title insurance (but not premiums for Buyer’s endorsements to such title policy, which shall be Buyer’s responsibility), and the cost of an updated Survey (or equivalent amount if Buyer elects to obtain its own Survey) shall be paid by Seller at Closing. All other Closing expenses shall be allocated between Buyer and Seller in the customary manner for sales of real property similar to the Property in Mishawaka, Indiana, or as mutually agreed by the parties. Each party shall each be solely liable responsible for its own costs and expenses (including attorney fees) attorneys’ fees incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agent. (de) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties Warranties, and Licenses and Permits shall be paid by Seller at Closing. (f) Any and all other normal, on-going operating expenses attributable to the Property, except to the extent any of the same relate to the Contract Rights excluded from the Property pursuant to Section 6(d) of this Agreement, shall be prorated between the parties through the day before Closing. (g) Within ninety (90) days after the Closing, Buyer and Seller shall reconcile all of the foregoing payments and prorations based on actual bills or invoices received after the Closing, but only if the prorations or payments were based on an estimate and not actual current bills or invoices. In the event that any item of income, charge, or expense cannot be reconciled accurately within such 90-day period, the Buyer and Seller hereby agree to delay such reconciliation until a date when it can be accurately completed. Any party owing to the other party any amount ascertained by the required reconciliations shall promptly, but in no event later than fifteen (15) business days after the date of the applicable reconciliation, pay the other party such amount. The obligations set forth in the Section 8(g) shall survive Closing. As applicable, all of the foregoing items set forth in this Section 8, unless otherwise expressly stated, shall be prorated between the parties as of midnight of the day before Closing.

Prorations and Charges. (a) The building tenants At Closing, Tenant and Landlord shall prorate as of the Closing Date those items of income and expense that are currently responsible under capable of an exact determination. For those items of income and expense that are incapable of an exact determination as of the terms Closing Date, Tenant and Landlord shall make a good faith estimate of their respective Leases for the payment closing prorations using the most recent ascertainable amounts of all taxes or other reliable information in respect to each such item of income and assessments on the expense. Real Property and such tenants shall remain responsible for all real estate taxes and assessments through that are not yet due and payable shall be apportioned using the day prior rates and valuation shown on the latest available tax xxxx. If percentage rent is payable pursuant to any of the tenant leases, Landlord shall be entitled to its prorata share of any percentage rent under any tenant lease for any fiscal year which includes the Closing Date, and the proration shall be based on the number of days in such fiscal year before Closing and the actual percentage rent due under any such tenant lease for the most recent period for which percentage rent was due and payable thereunder. Tenant and Landlord shall use their best efforts to obtain an exact determination of the remaining items of income and expense within sixty (60) days after Closing. Buyer and Seller agree that there shall be no proration at the Closing Date, except for the xxxx for real estate taxes and assessmentspercentage rent which may be available sometime after the sixtieth (60th) day after the Closing Date. On or before the sixtieth (60th) day after the Closing Date, Tenant shall deliver a report to Landlord, indicating which estimated closing items have been determinable, together with such documentation enabling Tenant to make such exact determination and the amount either owed by, or owed to, Landlord. Landlord shall have twenty (20) days to review such report and indicate its approval of such determinations. After approval of such report or after receipt of the actual xxxx for real estate taxes and/or percentage rent, if Tenant owes money to Landlord, Tenant shall promptly pay such overage to Landlord, or if Landlord owes Tenant money, Landlord shall promptly pay the amount so owed to Tenant. This provision shall survive the Closing for a period of one (1) year and the recording of the Deed and shall not be merged thereby. For purposes of computing any prorations required under this Section, the Closing Date shall be a day of income and expense to Tenant unless the Closing Date occurs on the last day of a month, in which event the Closing Date shall be a day of income and expense to Landlord. Tenant shall be obligated to pay the cost of any leasing commission or tenant improvements with respect to any new lease approved by Tenant prior to the Closing. (b) At Closing, Seller Landlord shall pay to Buyer all be charged the following: (i) prorated general real estate taxes and assessments; (ii) prorated charges for service contracts and any other obligations assumed by Tenant for which payments are made in arrears; (iii) prorated prepaid rents and other charges prepaid under the tenant leases; (iv) security deposits under held by Landlord pursuant to the Leases, together with tenant leases; (v) cost of any interest accrued thereon, as well as any transfer taxes or deed stamps required to record the Deed; (vi) one-half (1/2) of the escrow fee; (vii) Landlord’s attorneys’ fees; (viii) costs of discharging and releasing all Monetary Liens; (ix) all other funds paid fees and costs to Seller by Operator on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyerextent expressly allocated to Landlord herein. (c) Unless otherwise set forth hereinAt Closing, Buyer Tenant shall be charged the following: (i) charges paid in advance by Landlord relating to periods post-Closing for items assumed by Tenant; (ii) cost of recording the Deed and Seller shall each such other instruments as Tenant or Tenant’s title company may consider necessary or desirable to be solely liable for its own costs recorded; (iii) cost of Tenant’s title insurance policy and expenses any endorsements thereto to insure over any title defect; (including attorney iv) one-half (1/2) of the escrow fee; (v) Tenant’s attorneys’ fees; and (vi) incurred all other fees in connection with the preparation consummation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated hereinby this Exhibit and not expressly set forth in this Exhibit. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow AgentNOTE: THE ABOVE PRORATION SECTIONS WILL BE SUBJECT TO APPROPRIATE MODIFICATION TO REFLECT THAT TENANT WILL BE PAYING CERTAIN EXPENSES ASSOCIATED WITH THE OWNERSHIP AND OPERATION OF THE PROPERTY PRIOR TO CLOSING. (d) All rights, privileges, income, rents, liabilities, obligations, expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller at Closing.

Prorations and Charges. (a) The building tenants are currently responsible under All general real estate and personal property taxes shall be prorated for each Property (as between Buyer and, as applicable, Xxxxxx, ELFP and Khair) through the terms of their respective Leases day before the Closing based on the taxes for the payment of all taxes and assessments year that the Closing is in, if known, otherwise on the Real prior year’s taxes. The transferor of each Property and such tenants shall remain be responsible for all real estate taxes and assessments for its Property through the day prior to Closing and after the Closing. In the event taxes are prorated on the prior year’s taxes, the parties agree to reprorate taxes when the taxes for the current year are known, and the parties agree to make such payment between themselves to effectuate such reproration. Assessments of any kind (general, special or otherwise) levied or to be levied, if any, for work on site actually commenced or announced (by either a private individual or entity or a governmental entity) prior to Closing also shall be prorated for each Property (as between Buyer and Seller agree that there the applicable transferor) through the day before the Closing. All other assessments shall be no proration at Closing for real estate taxes and assessmentspaid by Buyer if this transaction is consummated. (b) In addition, the following items shall be prorated through the day before Closing and shown as credits to Buyer on the Closing Statement, as applicable: all utility charges (as applicable), including, but not limited to, sewer, water, electricity, gas, telephone and other private and municipal charges (collectively “Utility Charges”). Seller shall be responsible for obtaining all necessary billing information for the Utility Charges in order to accurately reflect the same on the Closing Statement. Income derived from the Property that is earned as of the day of Closing shall accrue to the benefit of Buyer. As to all rents and other payments payable to the applicable Property transferor under existing leases, all such leases shall become Subleases under the Master Lease and therefore Buyer shall not be entitled to receive any of the rents payable thereunder; (c) At Closing, Seller ELFP shall pay retain, and Xxxxxx and Khair shall assign and transfer to Buyer ELFP, all security deposits under the Leasesexisting leases, together with any interest accrued thereon, as well as any other funds paid to Seller a Property transferor by Operator tenants on account of additional rent items not yet due and payable by Sellersuch transferor, such as tax and insurance escrows; provided, however, the failure of any of the Property transferors to perform such obligations shall not be a condition for which Seller may terminate this Agreement or otherwise fail to perform it obligations under this Agreement. Seller Buyer shall make such payment in the form of not receive a credit against the Purchase Price in favor of Buyer. (c) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agentportion of existing security deposits. (d) All rights, privileges, income, rents, liabilities, obligations, real estate transfer taxes imposed on or in connection with this transaction shall be paid by the applicable Property transferor at Closing. (e) All expenses and costs relating to the assignment and transfer of the Contract Rights, Records and Plans, Guarantees if any and Warranties and Licenses and Permits shall be paid by Seller the applicable Property transferor at Closing. (f) Any and all other normal, on-going operating expenses attributable to the Property shall be prorated between the parties through the day before Closing, subject to ELFP’s obligations under the Master Lease. (g) Within ninety (90) days after the Closing, Buyer and each the applicable Property transferor shall reconcile all of the foregoing payments and prorations based on actual bills or invoices received after the Closing, but only if the prorations or payments were based on an estimate and not actual current bills or invoices. In the event that any item of income, charge, or expense cannot be reconciled accurately within such 90-day period, the Buyer and each Property transferor hereby agree to delay such reconciliation until a date when it can be accurately completed, not to exceed 180 days following the Closing Date. Any party owing to the other party any amount ascertained by the required reconciliations shall promptly, but in no event later than fifteen (15) business days after the date of the applicable reconciliation, pay the other party such amount. The obligations set forth in the Section 8(g) shall survive Closing. As applicable, all of the foregoing items set forth in this Section 8, unless otherwise expressly stated, shall be prorated between the parties as of midnight of the day before Closing.

Prorations and Charges. (a) The building tenants Each of Seller and Buyer shall receive its pro rata share of income and shall be responsible for its pro rata share of expenses for 2005 (each party’s pro rata share is to be determined based on the number of days during 2005 which it owned the Property). At Closing, Buyer and Seller shall prorate as of the Closing Date those items of income and expense that are currently responsible capable of an exact determination. For those items of income and expense that are incapable of an exact determination as of the Closing Date, Buyer and Seller shall make a good faith estimate of the closing prorations using the most recent ascertainable amounts of or other reliable information in respect to each such item of income and expense, except that any percentage rent payable under the terms of their respective Tenant Leases for 2005 shall not be prorated at the payment Closing. At least five (5) business days prior to the Closing Date, Buyer shall provide Seller with notice of the Closing Date (taking into account any anticipated extensions of the Closing Date pursuant to Section 11 hereof). At least three (3) business days prior to the Closing Date, provided Buyer has delivered notice of the Closing Date, as provided in the immediately preceding sentence, Seller shall deliver to Buyer an initial draft of a proration statement setting forth Seller’s good faith estimates of all taxes items of income and assessments on the Real Property and such tenants shall remain responsible for all expense to be prorated hereunder. General real estate taxes and assessments that are not yet due and payable shall be apportioned using the rates and valuation shown on the latest available tax bxxx. Subject to subsections 12(a)(i) through the day prior to Closing and after Closing. (iii) below, Buyer and Seller agree that there shall use their best efforts to obtain an exact determination of the remaining items of income and expense within one hundred twenty (120) days after the Closing Date and on or before such date Buyer shall deliver a report to Seller, indicating which estimated closing items have been determined, together with such documentation enabling Buyer to make such exact determination and the amount either owed by, or owed to, Seller. Seller shall have ten (10) days to review such report and indicate its approval of such determinations. If Seller fails to object to such report within such 10 day period, then Seller shall be no proration at Closing deemed to have approved such report. After approval or deemed approval of such report or after receipt of the actual bxxx for real estate taxes taxes, Buyer shall promptly pay to Seller any amounts owed to Seller, or if Seller owes Buyer money, Seller shall promptly pay the amount so owed to Buyer, in each case subject to subsections 12(a)(i) through (iii) below. This Section 12 shall survive the Closing and assessmentsthe recording of the Deed and shall not be merged thereby. For purposes of computing any prorations required under this section, the Closing Date shall be a day of income and expense to Buyer unless the Closing Date occurs on the last day of a month, in which event the Closing Date shall be a day of income and expense to Seller. Attached as Schedule 12(a) hereto is a true and correct listing of all outstanding tenant improvement allowances and leasing commission obligations under the existing Tenant Leases. (i) Percentage rent payable under any of the Tenant Leases for 2005 shall be apportioned between Seller and Buyer based on their respective periods of ownership during 2005. If, in 2006, Buyer receives a payment from a tenant under a Tenant Lease for percentage rent owed for 2005, then Buyer shall forward Seller’s pro rata share thereof to Seller not later than fifteen (15) days after Buyer’s receipt thereof. (ii) Not later than one hundred twenty (120) days after the Closing, Seller shall prepare and deliver to Buyer reconciliation statements for each tenant’s share of the obligations of Tenants for operating costs, taxes, insurance and other items required to be paid by Tenants according to the Tenant Leases (“Tenant Pass-Throughs”) for the portion of 2005 during which the Property was owned by Seller. In 2006, Buyer shall prepare reconciliation statements for each tenant’s share of the Tenant Pass-Throughs for the portion of 2005 during which the Property was owned by Buyer. Buyer shall then send each tenant the two reconciliation statements (or a consolidated reconciliation statement) and, if applicable, a bxxx in the amount of such tenant’s underpayment. If it is determined that Seller received less than its pro rata share of the Tenant Pass-Throughs for 2005, then Buyer shall pay Seller the amount owed Seller not later than fifteen (15) days after Buyer receives the tenant’s reconciliation payment for 2005. If it is determined that Seller received more than its pro rata share of the Tenant Pass-Throughs for 2005, then Seller shall pay Buyer the amount owed Buyer not later than fifteen (15) days after Seller’s receipt of a written demand therefor from Buyer (which demand shall be accompanied by the reconciliation statement prepared by Buyer for 2005). (b) If on the Closing Date, any tenant is delinquent in the payment of rent or any other monetary obligations, such delinquent rent shall remain the property of Seller and no proration with respect thereto shall be made at Closing. Seller shall have the right to collect the same from such tenant, including the right to sxx such tenant for nonpayment of rent provided that in no event may Seller maintain an unlawful detainer action or otherwise seek to terminate such tenant’s lease or disturb its possession thereunder. Any amounts received from a tenant after the Closing shall first be applied to the most current monthly rental obligations, then to any delinquent rental obligation arising after Closing, and then to the oldest receivable. If rents or any portion thereof received by Seller or Buyer after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum shall promptly be paid to the other party. (c) At Closing, Seller shall pay to be charged the following: (i) prorated general real estate taxes and assessments; (ii) the Lease Holdback (if applicable); (iii) prorated charges for Service Contracts and any other obligations assumed by Buyer all and any other operating expense items for which payments are made in arrears; (iv) prorated prepaid rents and other charges prepaid under the Tenant Leases; (v) security deposits under held by Seller pursuant to the Tenant Leases, together with ; (vi) cost of the title examination and the Title Report; (vii) cost of the “CLTA portion” of the Policy and any interest accrued thereon, as well as endorsement thereto to insure over any other funds paid to Seller by Operator on account title defect; (viii) cost of additional rent items not yet due and payable by Seller, such as any county real estate transfer tax and insurance escrows. Seller shall make such payment in the form conveyance fee, and one-half of a credit against the Purchase Price in favor of Buyer.any city transfer tax and conveyance fee; (cix) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses one-half (including attorney fees1/2) incurred of the fees of the Escrow Agent; (x) all brokerage fees payable in connection with the preparation this transaction, as required by section 19 of this Agreement Agreement; (xi) all free rent, tenant improvement costs, tenant improvement allowances, brokerage commissions and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all other costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for the cost of recording the Deed. Seller shall be responsible for all transfer taxes assessed in connection with the transactions contemplated herein. Seller and Buyer will each be responsible for one-half of any escrow Tenant Leases which are Seller’s obligation under this Agreement; and (xii) Seller’s attorneys’ fees. Seller will be responsible all recording fees, except the recording fees associated with the Deed and those recording fees relating to Buyer’s financing, which shall be the sole responsibility of Buyer). Seller will be solely liable for the title insurance premium required for a standard ALTA title policy, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein shall be allocated in accordance with local custom, as advised by the Escrow Agent. (d) All rightsAt Closing, privileges, income, rents, liabilities, obligations, expenses and costs relating Buyer shall be charged the following: (i) charges paid in advance by Seller for items assumed by Buyer pursuant to the assignment and transfer express terms of this Agreement (it being agreed that Buyer shall in no event assume or be responsible for any of Seller’s insurance policies or the premiums therefor); (ii) cost of the Contract RightsUpdated Survey; (iii) cost of recording the Deed and such other instruments as Buyer or the Title Company may consider necessary or desirable to be recorded; (iv) cost of the “ALTA portion” of the Policy and any endorsements (other than those which are Seller’s obligation under section 12(c)(ix) above) thereto requested by Buyer; (v) one-half (1/2) of any city transfer tax of conveyance fee; (vi) one-half (1/2) of the fees of the Escrow Agent; (vii) Buyer’s attorneys’ fees; and (viii) except as otherwise expressly provided herein, Records all fees and Plans, Guarantees if any expenses associated with Buyer’s due diligence and Warranties and Licenses and Permits shall be paid by Seller at Closingother inspections of the Property.

Prorations and Charges. (a) The building tenants following are currently responsible under to be adjusted and prorated between Seller and Buyer as of 11:59 P.M. on the terms day preceding the Closing Date, based upon a 365 day year, and the net amount thereof shall be, if such net amount is in Seller’s favor, paid to Seller at the Closing, or, if such net amount is in Buyer’s favor, paid to Buyer at the Closing: (i) Real estate taxes shall be adjusted and prorated on the basis of their respective Leases the fiscal year for which assessed. If the Closing shall occur before the tax rate or assessed valuation is fixed for the payment Real Property, the apportionment of all real estate taxes and assessments on for the Real Property shall be upon the basis of the tax rate for the preceding year applied to the most recently applicable assessed valuation of the Real Property, subject to further and such tenants final adjustment when the tax rate and/or assessed valuation for the Real Property is fixed for the fiscal year in which the Closing occurs. In the event that the Real Property or any part thereof shall remain be or shall have been affected by an assessment or assessments, whether or not the same become payable in annual installments, Seller shall, at the Closing, be responsible for all real estate taxes and assessments through the day any installments due prior to the Closing and after Closing. Buyer and Seller agree that there shall be no proration at Closing for real estate taxes and assessments. (b) At Closing, Seller shall pay to Buyer all security deposits under the Leases, together with any interest accrued thereon, as well as any other funds paid to Seller by Operator on account of additional rent items not yet due and payable by Seller, such as tax and insurance escrows. Seller shall make such payment in the form of a credit against the Purchase Price in favor of Buyer. (c) Unless otherwise set forth herein, Buyer and Seller shall each be solely liable for its own costs and expenses (including attorney fees) incurred in connection with the preparation of this Agreement and the preparation for and closing of the contemplated transaction. Buyer will be solely responsible for all costs and expenses relating to its due diligence review of the Property and its financing. Buyer shall be responsible for any installments due on or after the cost Closing. (ii) Except to the extent paid directly by the State Street Tenant pursuant to the terms of recording the DeedState Street Leases, with respect to water rates, water meter charges and sewer rents and sewer charges (the “Water Charges”), if any, Seller shall endeavor to have the appropriate agencies read the meters for the Water Charges (if applicable) on or prior to the Closing Date. Seller shall be responsible for all transfer taxes assessed charges applicable to the period prior to the Closing Date based on such final meter readings, and Buyer shall be responsible for all charges thereafter. If such final readings are not obtainable, then, until such time as the final readings are obtained, all Water Charges for which final readings were not obtained shall be pro rated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such water and sewer usage that are available. Upon the taking of a subsequent actual final reading after Closing, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in connection which the Closing Date falls, and Seller or Buyer, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. Unmetered Water Charges shall be apportioned on the basis of the charges therefor for the same period of the preceding calendar year, but applying the current rate thereto. (iii) Vault charges, if any, shall be adjusted and prorated on the basis of the fiscal period for which assessed. (iv) Except to the extent paid directly by the State Street Tenant pursuant to the terms of the State Street Leases, fuel, if any, on the basis of Seller’s last cost therefor, including sales tax, as evidenced by a written statement of Seller’s fuel oil supplier, which statement shall be conclusive as to quantity and cost. (v) Except to the extent paid directly by the State Street Tenant pursuant to the terms of the State Street Leases, Seller shall use reasonable efforts to obtain readings of meters measuring electricity, steam, gas and other utility consumption at the Real Property for all periods through (and including) the date preceding the Closing Date, but in no event prior to the date which is thirty (30) days prior to the Closing Date, Seller shall pay and be responsible for, all bills rendered on the basis of such readings. If such readings are not obtained for any metered utility, then, at the Closing, apportionment shall be made on the basis of the most recent period for which such readings are available. Upon the taking of subsequent actual readings, there shall be a recalculations of the applicable utility charges, and Seller or Buyer, as the case may be, shall promptly remit to the other party any amounts to which such party shall be entitled by reason of such recalculation (with Seller being obligated to pay all such utility charges pertaining to the period prior to the Closing and Buyer being obligated to pay all such utility charges pertaining to the period thereafter). (vi) Amounts payable under all Service Contracts assigned to Buyer at the Closing. (vii) the amount of the reimbursement of “Assumed Service Costs”, as such term is defined in Section 2.2 of the Second Amendment). (viii) Prepaid (x) fixed or so-called base rent payments (“Fixed Rents”), and (y) reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Overage Rent”, together with Fixed Rents shall hereinafter be referred to collectively as, “Rents”) payable pursuant to the State Street Leases. If any items to be adjusted as set forth in this Section 12 are not determinable at the Closing, the adjustment shall be made subsequent to the Closing when the charge is determined. Any errors or omissions in computing adjustments at the Closing shall be promptly corrected, provided that the party seeking to correct such error or omission shall have notified the other party of such error or omission on or prior to the date that is six (6) months following the Closing Date. (i) If, on the Closing Date, there are any past due Fixed Rents owing by the State Street Tenant, Buyer shall use its commercially reasonable efforts to collect the same. Buyer shall not be obligated to institute legal actions or proceedings against any such tenant to collect such past due Fixed Rents. Any Rents received directly or indirectly by Seller or Buyer following the Closing which are the property of the other party, shall be deemed held in trust and shall be paid to the other party within five (5) business days following receipt thereof. Upon either party’s request from time to time, the other party shall provide the requesting party with a certified accounting of all Rents received by it following Closing. (ii) Any Fixed Rents received (net of Buyer’s reasonable costs of collection) after the Closing from the State Street Tenant for the period prior to the Closing shall be applied in the following order of priority: (A) first, to Fixed Rent arrearages with respect to the month in which the Closing occurs (subject to apportionment pursuant to the terms hereof), (B) second, to Seller for Fixed Rent arrearages for the month immediately preceding the month in which the Closing occurs; (C) third, to Buyer, until Fixed Rent for all current periods is paid in full, and (D) fourth after Fixed Rent then due and payable for all post Closing periods are paid in full, to Seller in payment of Fixed Rent for periods prior to the month immediately preceding the month in which the Closing occurs. (iii) As to Overage Rent in respect of an accounting period that shall have expired prior to the Closing, but which shall be paid after the Closing, Buyer agrees that it will pay the entire amount over to Seller upon receipt thereof, less Buyer’s reasonable costs of collection reasonably allocable thereto. Buyer agrees that it shall: (A) promptly render bills for any Overage Rent in respect of an accounting period that shall have expired prior to Closing but which shall be payable after the Closing, (B) bxxx the State Street Tenant such Overage Rent attributable to an accounting period that shall have expired prior to the Closing, on a monthly basis for a period of six consecutive months, and (C) use commercially reasonable efforts in the collection of Overage Rent, provided, however, that Buyer shall have no obligation to commence any legal actions or proceedings to collect any such Overage Rents. Seller shall furnish to Buyer all information and documentation relating to the period prior to the Closing that is reasonably necessary for the computation and billing of such Overage Rent. Buyer shall deliver to Seller, concurrently with the transactions contemplated herein. delivery to the State Street Tenant, copies of all statements relating to Overage Rent for periods prior to the Closing. (iv) Overage Rent in respect of the accounting period in which the Closing occurs shall be apportioned between Seller and Buyer will each as of 11:59 P.M. of the day preceding the Closing Date. Seller shall be responsible for one-half entitled to receive the proportion of such Overage Rent (less a like portion of any escrow feesreasonable costs and expenses incurred in the collection of such Overage Rent), that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period. Buyer shall be entitled to receive the proportion of such Overage Rent (less a like portion of any reasonable costs and expenses incurred in the collection of such Overage Rent) that the portion of such accounting period from and after the Closing Date bears to the entire such accounting period. (v) To the extent that any portion of the Overage Rent is required to be paid monthly or on another periodic basis, by the State Street Tenant on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of each lease year or tax year, as the case may be), such estimated amounts are to be recalculated based upon the actual sales, expenses, taxes and other relevant factors for that calendar (lease or tax) year, with the appropriate adjustments being made with such tenant, then such portion of the Overage Rent paid shall be prorated between Seller and Buyer at the Closing, based on such estimated payments (i.e., with Seller entitled to retain all monthly and other periodic installments of such amounts paid with respect to periods prior to the calendar month or other relevant period in which the Closing Date occurs, Seller to pay to Buyer at the Closing all monthly or other relevant period installments of such amounts paid with respect to periods following the calendar month or other relevant period in which the Closing occurs and Seller and Buyer shall apportion all monthly installments of such amounts with respect to the calendar month in which the Closing occurs) and at the time(s) of final calculation and collection from (or refund to) the State Street Tenant of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a reproration between Seller and Buyer, with the net credit resulting from such reproration being payable to the appropriate party (i.e., to Seller if the recalculated amounts exceed the estimated amounts and to Buyer if the recalculated amounts are less than the estimated amounts). (vi) Until such time as all amounts required to be paid to Seller by Buyer pursuant to this Section shall have been paid in full, Seller may from time to time, but not more frequently than once each calendar month, request that Buyer furnish Seller with a reasonably detailed accounting of the collection of all Rent. Within ten (10) business days of its receipt of such request, Buyer shall furnish Seller with such accounting. Seller will shall have the right from time to time following the Closing, on prior notice to Buyer, to review Buyer’s records with respect to the Property to ascertain the accuracy of such accountings. (c) To the extent that any portion of the reimbursement of Assumed Service Costs is required to be responsible all recording feespaid monthly or on another periodic basis, except by the recording fees associated Seller on account of estimated amounts for the current period, and at the end of each calendar year such estimated amounts are to be recalculated based upon the Assumed Service Costs with appropriate adjustments being made with the Deed and those recording fees relating to Buyer’s financingState Street Tenant, which then Assumed Service Costs shall be prorated between Seller and Buyer at the sole responsibility Closing, based on such estimated payments and at the time(s) of Buyer). Seller will be solely liable for final calculation and collection from (or payment to) the title insurance premium required State Street Tenant of the amounts in reconciliation of actual reimbursement of the Assumed Service Costs for a standard ALTA title policyperiod for which estimated amounts have been prorated, or Oklahoma equivalent, and Buyer will be solely responsible for any premium associated with any endorsements thereto or non-standard title coverage. All costs not specifically allocated herein there shall be allocated in accordance a reproration between Seller and Buyer, with local custom, as advised by the Escrow Agentnet credit resulting from such reproration being payable to the appropriate party. (d) All rights, privileges, income, rents, liabilities, obligations, expenses Seller shall be responsible for the following costs and costs relating charges: (i) cost of any transfer taxes or deed stamps required to record the assignment and transfer Deed; (ii) one-half (1/2) of the Contract Rights, Records and Plans, Guarantees if escrow fee of the Deposit Escrow Agent; (iii) Seller’s attorneys’ fees; and (iv) any and Warranties and Licenses and Permits shall other fees in connection with the consummation of the transactions required by the terms of this Agreement to be paid by Seller at Closingand not expressly set forth in this Section 12. (e) Buyer shall be responsible for the following costs and charges: