Common use of Prorations and Costs Clause in Contracts

Prorations and Costs. A. All real estate taxes relating to the Property shall be prorated as of 12:01 am (California time) on the Closing Date (such that all taxes, costs and expenses accruing on the Closing Date shall be charged to Purchaser and all income and revenue from the Property (if any) on the Closing Date shall be for the account of Purchaser). If Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Property for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. All special taxes or assessments due and payable prior to the Closing Date shall be prorated as of 12:01 am on the Closing Date, and those due and payable after the Closing Date shall be paid by Purchaser. All taxes, whether retroactive or not, imposed as a result of this transaction (but not the transaction pursuant to which Seller acquired the Property) or due to a change in the use of the Property after Closing, from the use prior to Closing, shall be paid by Purchaser. B. The present insurance coverage and public utility service on the Property shall be terminated as of the Closing Date. Accordingly, there shall be no proration of insurance premiums or public utility bills. C. All income from, and expenses of, the Property, including but not limited to operating expenses, maintenance charges and service charges, shall be prorated as of 12:01 a.m. (California time) on the Closing Date. The parties hereby agree to fully cooperate with each other for a period of sixty (60) days following the Closing to correctly adjust and prorate all costs and expenses which cannot be accurately adjusted and prorated as of the Closing. D. Documentary transfer taxes and local transfer or conveyance taxes, if any, shall be paid by Seller. E. Sales tax, if any, on the Included FF&E shall be paid by Purchaser and Purchaser shall defend and indemnify Seller with respect thereto. F. Any escrow fee charged by the Escrow Holder shall be paid one-half (1/2) by Seller and one-half (1/2) by Purchaser. Purchaser shall pay the fee for the recording of the Grant Deed. Seller shall pay for the cost of a CLTA owner’s policy of title insurance. The additional premium for ALTA coverage or for any additional title insurance requested by Purchaser shall be at Purchaser’s sole cost and expense. Except as otherwise provided in this Agreement, all costs related to satisfying any “due diligence” requirements or requests which Purchaser deems necessary in its analysis of the Property shall be the sole obligation of Purchaser. Each party shall be responsible for the payment of its own attorneys’ fees incurred in connection with the transaction which is the subject of this Agreement. G. The obligations of Seller and Purchaser under this Section 12 shall survive the Closing.

Prorations and Costs. A. All General real estate taxes for the then current year relating to the Property shall be prorated as of 12:01 am (California time) on the Closing Date (such that all taxes, costs and expenses accruing on the Closing Date shall be charged to Purchaser and all income and revenue from the Property (if any) on the Closing Date shall be for the account of Purchaser)Date. If Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Property Properties for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. All special taxes or assessments due and payable (including any escaped assessments) which are attributable for the period prior to the Closing Date shall be prorated as of 12:01 am on the Closing Date, paid by Seller and those due and payable for the period on or after the Closing Date shall be paid by Purchaser. All taxes, whether retroactive or not, tax liability imposed by a Proposition 13 reassessment as a result of the Closing and solely relating to the transactions contemplated by this transaction (but not Agreement shall be borne by Purchaser. Without limiting the transaction pursuant to which Seller acquired the Property) or due to a change in the use generality of the Property after Closingtax prorations set forth above in this Section 13.A, hereof, Seller shall be solely responsible for all taxes, documentary transfer taxes and escaped assessments relating to Mission City Corporate Center and Wateridge Plaza which accrued from the use prior date CalPERS acquired such properties until the Opening of Escrow or as a result of any transaction or event relating to Mission City Corporate Center and Wateridge Plaza which occurred from the date CalPERS acquired such properties until the Opening of Escrow and Seller shall indemnify and hold Purchaser harmless from any claims for such taxes and assessments, which indemnity shall survive the Closing, shall be paid by Purchaser. B. The present insurance coverage and public utility service on the Property held by Seller shall be terminated as of the Closing Date. Accordingly, Date and there shall be no proration of insurance premiums or public utility bills. C. Rents from the Properties, including parking fees, reimbursement of operating expenses and similar tenant payments, shall be prorated as of the Closing Date. Non-delinquent rents shall be prorated to the Closing Date. Rents delinquent as of the Closing Date, but collected later, shall be prorated as of the Closing Date when collected. Rents collected on or after the Closing Date from Tenants whose rental was delinquent at the Closing Date shall be deemed to apply first to current rent obligations and second to delinquent rental. Rents collected on or after the Closing Date to which Seller or the Owners are entitled shall be promptly paid to Seller. For a period of sixty (60) days after the Closing Date, Purchaser shall use reasonable efforts to collect all rents which are delinquent as of the Closing Date with no obligation to commence litigation or incur material costs to collect such rents. Commencing as of sixty-one (61) days after the Closing Date, Seller may take all steps it deems reasonably appropriate to collect any rents delinquent as of the Closing Date which are still uncollected; provided, however that Seller shall not pursue any litigation or similar proceeding (including without limitation, any unlawful detainer actions or lease terminations). (1) All other income from, and expenses of, the PropertyProperties, including but not limited to to, non-reimbursable operating expenses, maintenance charges, service charges (including for public utilities) and service chargessalaries of continuing employees, if any (including all fringe benefits), shall be prorated as of 12:01 a.m. (California time) on the Closing Date. The parties hereby agree to fully cooperate with each other for a period of sixty nine (609) days months following the Closing to correctly adjust and prorate all costs and expenses which cannot be accurately adjusted and prorated as of the Closing. D. (2) Purchaser shall be responsible for any and all commissions and brokerage fees for leases, lease renewals, lease extensions, brokerage agreements, and leasing agreements executed on or after the Opening of Escrow. Seller shall be responsible for any and all commissions and brokerage fees for leases, lease renewals, and lease extensions executed prior to the Opening of Escrow and shall provide a credit to Purchaser covering the same at the Closing. Following the receipt of such credit, Purchaser shall assume responsibility for all commissions and brokerage fees so credited. (3) Seller shall be responsible for all tenant improvement allowances due under leases executed prior to the Opening of Escrow to the extent that such allowances relate to the 2005 calendar year or prior thereto and Seller shall provide a credit to Purchaser covering the same at Closing. Purchaser shall be responsible for all tenant improvement allowances for leases executed on or after the Opening of Escrow. In addition to the foregoing provisions relative to tenant improvement allowances, Seller shall also credit Purchaser for the present value at Closing for all tenant improvement allowances under leases executed prior to the Opening of Escrow which relate to any calendar year after 2005 using a discount rate of eight percent (8%). Purchaser shall assume responsibility (and any construction contracts related thereto) for the completion of all tenant improvement buildouts in process at the Close of Escrow and all such payment to made on or following the Closing. (4) Seller discloses that certain capital improvement projects are presently in process, as identified in Exhibit “KK”. As of the Close of Escrow, with respect to such presently in process capital improvement projects, Purchaser shall assume the obligations arising on or after the Closing under the construction contracts for such presently, in process, capital improvement projects listed on Exhibit “KK”. With respect to such presently, in process, construction improvement projects, Seller shall be responsible for the cost of such work in the amounts set forth in Exhibit “KK” adjacent to the description of the work currently in process. At the Closing, to the extent that such amounts shown on Exhibit “KK” have not been expended by Seller prior to the Close of Escrow, Seller shall credit Purchaser for any unfunded portion of the amount shown on Exhibit “KK” and Purchaser shall be responsible for all further costs related to work done in connection with presently, in process, capital improvement projects on and after the Close of Escrow. Purchaser and Seller acknowledge and agree that the foregoing provisions relate to presently, in process, capital improvement projects and Purchaser shall be responsible for any and all capital improvement projects commenced on or after the Close of Escrow. For purposes of this Agreement, the phrase, “presently, in process, capital improvement projects” shall mean a capital improvement project at the Properties covered by an executed construction contract and is in the process of being undertaken as of the Opening of Escrow. E. Documentary transfer taxes and local transfer or conveyance taxes, if any, shall be paid by Seller. E. Sales tax, if any, on the Included FF&E shall be paid by Purchaser and Purchaser shall defend and indemnify Seller with respect thereto. F. Any escrow fee charged by the Escrow Holder shall be paid one-half (1/2) by Seller and one-half (1/2) by Purchaser. Purchaser shall pay the fee for the recording of the Grant DeedDeeds. With respect to the Title Policies, Seller shall pay for the cost of: (i) a CLTA owner’s policy of title insurance for the California Properties; (ii) the equivalent of a CLTA owner’s policy of title insuranceinsurance for the Arizona and Colorado Properties; and (iii) a TLTA policy of title insurance for the Property in Texas. The additional premium (if any) for ALTA coverage or for any additional title insurance requested by Purchaser shall be at Purchaser’s sole cost and expense. Except as otherwise provided in this Agreement, all All costs related to satisfying any “due diligence” requirements or requests which Purchaser deems necessary in its analysis of the Property Properties shall be the sole obligation of Purchaser. Each party shall be responsible for the payment of its own attorneys’ fees incurred in connection with the transaction which is the subject of this Agreement. G. The obligations amount of all cash security deposits shall be credited to Purchaser against the Purchase Price at Closing. With respect to security deposits held in the form of letters of credit, Seller shall use reasonable efforts (at no expense to Seller other than typical and customary administrative costs and immaterial third party costs) to cause any tenant so providing a letter of credit to cause such letter of credit to be re-issued in Purchaser’s name as of the Close of Escrow. To the extent that such letters of credit are not assigned or re-issued in Purchaser’s name at the Close of Escrow, Seller shall reasonably cooperate (at no expense to Seller other than typical and customary administrative costs and immaterial third party costs) with Purchaser to work with any tenant providing a letter of credit following the Close of Escrow to have a new letter of credit issued. The covenant of Seller and Purchaser under set forth in this Section 12 13.G shall survive the ClosingClose of Escrow for a period of nine (9) months. H. All prepayment fees, yield maintenance, penalties, and expenses, if any, incurred in connection with the payoff of the Xxxxx Fargo Loan shall be paid by Purchaser. I. The provisions set forth in this Section 13 shall survive the Close of Escrow for a period of nine (9) months.

Prorations and Costs. A. All 5.4.1. Purchaser shall be credited with (i) the amount of all expense contributions and other reimbursements from tenants received by Seller and attributable to any period following the Closing Date and (ii) all prepaid rents and unapplied refundable cash security deposits made by tenants under all Leases of the Property in effect as of the Closing Date. 5.4.2. General real estate taxes for the then current year relating to the Property shall be prorated as of 12:01 am (California time) on the Closing Date (such that all taxes, costs and expenses accruing on the Closing Date shall be charged to Purchaser and all income and revenue from the Property (if any) on the Closing Date shall be for the account of Purchaser)Date. If Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Property for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. All special or supplemental taxes or assessments due and payable prior to assessed for periods preceding the Closing Date shall be prorated between Purchaser and Seller as of 12:01 am on the Closing Date, and those due and payable after assessed for periods following the Closing Date shall be paid by Purchaser. All taxes, whether retroactive or not, imposed as a result of this transaction (but not the transaction pursuant to which Seller acquired the Property) or due to a change in the use usent is terminated, Purchaser agrees to return to Seller all information, studies, or reports Purchaser or Purchaser's agents have obtained from Seller or Seller's agents, contractors or representatives with respect to the Property or the condition of the Property after Closing, from the use prior to Closing, shall be paid by PurchaserProperty. B. The present insurance coverage and public utility service on the Property shall be terminated as of the Closing Date. Accordingly, there shall be no proration of insurance premiums or public utility bills. C. All income from, and expenses of, the Property, including but not limited to operating expenses, maintenance charges and service charges, shall be prorated as of 12:01 a.m. (California time) on the Closing Date. The parties hereby agree to fully cooperate with each other for a period of sixty (60) days following the Closing to correctly adjust and prorate all costs and expenses which cannot be accurately adjusted and prorated as of the Closing. D. Documentary transfer taxes and local transfer or conveyance taxes, if any, shall be paid by Seller. E. Sales tax, if any, on the Included FF&E shall be paid by Purchaser and Purchaser shall defend and indemnify Seller with respect thereto. F. Any escrow fee charged by the Escrow Holder shall be paid one-half (1/2) by Seller and one-half (1/2) by Purchaser. Purchaser shall pay the fee for the recording of the Grant Deed. Seller shall pay for the cost of a CLTA owner’s policy of title insurance. The additional premium for ALTA coverage or for any additional title insurance requested by Purchaser shall be at Purchaser’s sole cost and expense. Except as otherwise provided in this Agreement, all costs related to satisfying any “due diligence” requirements or requests which Purchaser deems necessary in its analysis of the Property shall be the sole obligation of Purchaser. Each party shall be responsible for the payment of its own attorneys’ fees incurred in connection with the transaction which is the subject of this Agreement. G. The obligations of Seller and Purchaser under this Section 12 shall survive the Closing.

Prorations and Costs. A. All General real estate taxes for the then current year relating to the Property shall be prorated as of 12:01 am (California time) on 11:59 p.m. one day prior to the Closing Date (such that all taxes, costs and expenses accruing on the Closing Date shall be charged to Purchaser and all income and revenue from the Property (if any) on the Closing Date shall be for the account of Purchaser“Proration Time”). If Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Property for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. All special taxes or assessments assessed and due and payable prior to the Closing Date Proration Time shall be prorated between Purchaser and Seller as of 12:01 am on the Closing DateProration Time, and those due and payable after the Closing Date Proration Time shall be paid by Purchaser. All taxes, whether retroactive or not, imposed as a result of this transaction (but not the transaction pursuant to which Seller acquired the Property) or due to a change in the use of the Property after Closing, from the use prior to Closing, shall be paid by Purchaser. B. The present insurance coverage and public utility service on the Property shall be terminated as of the Closing Date. Accordingly, Date and there shall be no proration of insurance premiums or public utility bills. C. Rental income from the Property shall be prorated as of the Proration Time. Non-delinquent rents shall be prorated to the Proration Time. Rents delinquent as of the Proration Time, but collected later, shall be prorated as of the Proration Time when collected. Rents collected after the Proration Time from tenants whose rental was delinquent at the Proration Time shall be deemed to apply first to current rentals due at time of payment and second to rentals which were delinquent at the Proration Time Rents collected after the Proration Time to which Seller is entitled shall be promptly paid to Seller. For a period of sixty (60) days after the Closing Date, Purchaser shall use reasonable efforts to collect all rents which are delinquent as of the Proration Time with no obligation to commence litigation to collect such rents. Commencing as of sixty-one (61) days after the Closing Date, Seller may take all steps it deems appropriate to collect any rents delinquent as of the Proration Time which are still uncollected; provided, however, Seller may not commence litigation without Purchaser’s prior written consent which may be withheld in Purchaser’s discretion. The amount of all security deposits shall be deducted from Seller’s account at Closing. D. All other income from, and expenses of, the Property, including but not limited to operating expenses, maintenance charges and service charges, shall be prorated as of 12:01 a.m. (California time) on the Closing DateProration Time. The parties hereby agree to fully cooperate with each other for a period of sixty (60) days following the Closing to correctly adjust and prorate all costs and expenses which cannot be accurately adjusted and prorated as of the Closing. D. E. Documentary transfer taxes and local transfer or conveyance taxes, if any, shall be paid one-half (½) by Seller. E. Sales tax, if any, on the Included FF&E shall be paid Seller and one-half (½) by Purchaser and Purchaser shall defend and indemnify Seller with respect theretoPurchaser. F. Any escrow fee charged by the Escrow Holder shall be paid one-half (1/2½) by Seller and one-half (1/2½) by Purchaser. Purchaser shall pay the fee for the recording of the Grant Deed. Seller shall pay for the cost of a CLTA owner’s policy of title insurance. The additional premium for ALTA coverage or for any additional title insurance requested by Purchaser shall be at Purchaser’s sole cost and expense. Except as otherwise provided in this Agreement, all All costs related to satisfying any “due diligence” requirements or requests which Purchaser deems necessary in its analysis of the Property shall be the sole obligation of Purchaser. Each party shall be responsible for the payment of its own attorneys’ fees incurred in connection with the transaction which is the subject of this Agreement. G. The obligations of Seller and Purchaser under this Section 12 shall survive the Closing.

Prorations and Costs. A. All General real estate taxes for the then current year relating to the Property shall be prorated as of 12:01 am (California time) on the Closing Date (such that all taxes, costs and expenses accruing on the Closing Date shall be charged to Purchaser and all income and revenue from the Property (if any) on the Closing Date shall be for the account of Purchaser)Date. If Closing shall occur before the actual taxes for the then current year are known, the apportionment of taxes shall be upon the basis of taxes for the Property Properties for the immediately preceding year, provided that, if the taxes for the current year are thereafter determined to be more or less than the taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly shall adjust the proration of such taxes and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. All special taxes or assessments due and payable (including any escaped assessments) which are attributable for the period prior to the Closing Date shall be prorated as of 12:01 am on the Closing Date, paid by Seller and those due and payable for the period on or after the Closing Date shall be paid by Purchaser. All taxes, whether retroactive or not, tax liability imposed by a Proposition 13 reassessment as a result of the Closing and solely relating to the transactions contemplated by this transaction (but not Agreement shall be borne by Purchaser. Without limiting the transaction pursuant to which Seller acquired the Property) or due to a change in the use generality of the Property after Closingtax prorations set forth above in this Section 13.A, hereof, Seller shall be solely responsible for all taxes, documentary transfer taxes and escaped assessments relating to Mission City Corporate Center and Wateridge Plaza which accrued from the use prior date CalPERS acquired such properties until the Opening of Escrow or as a result of any transaction or event relating to Mission City Corporate Center and Wateridge Plaza which occurred from the date CalPERS acquired such properties until the Opening of Escrow and Seller shall indemnify and hold Purchaser harmless from any claims for such taxes and assessments, which indemnity shall survive the Closing, shall be paid by Purchaser. B. The present insurance coverage and public utility service on the Property held by Seller shall be terminated as of the Closing Date. Accordingly, Date and there shall be no proration of insurance premiums or public utility bills. C. Rents from the Properties, including parking fees, reimbursement of operating expenses and similar tenant payments, shall be prorated as of the Closing Date. Non-delinquent rents shall be prorated to the Closing Date. Rents delinquent as of the Closing Date, but collected later, shall be prorated as of the Closing Date when collected. Rents collected on or after the Closing Date from Tenants whose rental was delinquent at the Closing Date shall be deemed to apply first to current rent obligations and second to delinquent rental. Rents collected on or after the Closing Date to which Seller or the Owners are entitled shall be promptly paid to Seller. For a period of sixty (60) days after the Closing Date, Purchaser shall use reasonable efforts to collect all rents which are delinquent as of the Closing Date with no obligation to commence litigation or incur material costs to collect such rents. Commencing as of sixty-one (61) days after the Closing Date, Seller may take all steps it deems reasonably appropriate to collect any rents delinquent as of the Closing Date which are still uncollected; provided, however that Seller shall not pursue any litigation or similar proceeding (including without limitation, any unlawful detainer actions or lease terminations). <<page ends>> (1) All other income from, and expenses of, the PropertyProperties, including but not limited to to, non-reimbursable operating expenses, maintenance charges, service charges (including for public utilities) and service chargessalaries of continuing employees, if any (including all fringe benefits), shall be prorated as of 12:01 a.m. (California time) on the Closing Date. The parties hereby agree to fully cooperate with each other for a period of sixty nine (609) days months following the Closing to correctly adjust and prorate all costs and expenses which cannot be accurately adjusted and prorated as of the Closing. D. (2) Purchaser shall be responsible for any and all commissions and brokerage fees for leases, lease renewals, lease extensions, brokerage agreements, and leasing agreements executed on or after the Opening of Escrow. Seller shall be responsible for any and all commissions and brokerage fees for leases, lease renewals, and lease extensions executed prior to the Opening of Escrow and shall provide a credit to Purchaser covering the same at the Closing. Following the receipt of such credit, Purchaser shall assume responsibility for all commissions and brokerage fees so credited. (3) Seller shall be responsible for all tenant improvement allowances due under leases executed prior to the Opening of Escrow to the extent that such allowances relate to the 2005 calendar year or prior thereto and Seller shall provide a credit to Purchaser covering the same at Closing. Purchaser shall be responsible for all tenant improvement allowances for leases executed on or after the Opening of Escrow. In addition to the foregoing provisions relative to tenant improvement allowances, Seller shall also credit Purchaser for the present value at Closing for all tenant improvement allowances under leases executed prior to the Opening of Escrow which relate to any calendar year after 2005 using a discount rate of eight percent (8%). Purchaser shall assume responsibility (and any construction contracts related thereto) for the completion of all tenant improvement buildouts in process at the Close of Escrow and all such payment to made on or following the Closing. (4) Seller discloses that certain capital improvement projects are presently in process, as identified in Exhibit "KK". As of the Close of Escrow, with respect to such presently in process capital improvement projects, Purchaser shall assume the obligations arising on or after the Closing under the construction contracts for such presently, in process, capital improvement projects listed on Exhibit "KK". With respect to such presently, in process, construction improvement projects, Seller shall be responsible for the cost of such work in the amounts set forth in Exhibit "KK" adjacent to the description of the work currently in process. At the Closing, to the extent that such amounts shown on Exhibit "KK" have not been expended by Seller prior to the Close of Escrow, Seller shall credit Purchaser for any unfunded portion of the amount shown on Exhibit "KK" and Purchaser shall be responsible for all further costs related to work done in connection with presently, in process, capital improvement projects on and after the Close of Escrow. Purchaser and Seller acknowledge and agree that the foregoing provisions relate to presently, in process, capital improvement projects and Purchaser shall be responsible for any and all capital improvement projects commenced on or after the Close of Escrow. For purposes of this Agreement, the phrase, "presently, in process, capital improvement <<page ends>> projects" shall mean a capital improvement project at the Properties covered by an executed construction contract and is in the process of being undertaken as of the Opening of Escrow. E. Documentary transfer taxes and local transfer or conveyance taxes, if any, shall be paid by Seller. E. Sales tax, if any, on the Included FF&E shall be paid by Purchaser and Purchaser shall defend and indemnify Seller with respect thereto. F. Any escrow fee charged by the Escrow Holder shall be paid one-half (1/2) by Seller and one-half (1/2) by Purchaser. Purchaser shall pay the fee for the recording of the Grant DeedDeeds. With respect to the Title Policies, Seller shall pay for the cost of: (i) a CLTA owner’s policy of title insurance for the California Properties; (ii) the equivalent of a CLTA owner’s policy of title insuranceinsurance for the Arizona and Colorado Properties; and (iii) a TLTA policy of title insurance for the Property in Texas. The additional premium (if any) for ALTA coverage or for any additional title insurance requested by Purchaser shall be at Purchaser’s sole cost and expense. Except as otherwise provided in this Agreement, all All costs related to satisfying any “"due diligence” " requirements or requests which Purchaser deems necessary in its analysis of the Property Properties shall be the sole obligation of Purchaser. Each party shall be responsible for the payment of its own attorneys’ fees incurred in connection with the transaction which is the subject of this Agreement. G. The obligations amount of all cash security deposits shall be credited to Purchaser against the Purchase Price at Closing. With respect to security deposits held in the form of letters of credit, Seller shall use reasonable efforts (at no expense to Seller other than typical and customary administrative costs and immaterial third party costs) to cause any tenant so providing a letter of credit to cause such letter of credit to be re-issued in Purchaser’s name as of the Close of Escrow. To the extent that such letters of credit are not assigned or re-issued in Purchaser’s name at the Close of Escrow, Seller shall reasonably cooperate (at no expense to Seller other than typical and customary administrative costs and immaterial third party costs) with Purchaser to work with any tenant providing a letter of credit following the Close of Escrow to have a new letter of credit issued. The covenant of Seller and Purchaser under set forth in this Section 12 13.G shall survive the ClosingClose of Escrow for a period of nine (9) months. H. All prepayment fees, yield maintenance, penalties, and expenses, if any, incurred in connection with the payoff of the Xxxxx Fargo Loan shall be paid by Purchaser. I. The provisions set forth in this Section 13 shall survive the Close of Escrow for a period of nine (9) months. <<page ends>>