Common use of Prorations and Credits Clause in Contracts

Prorations and Credits. (a) The following items shall be prorated as of 11:59 p.m. of the day immediately preceding the Closing Date. To the extent that the amounts of the items to be prorated are ascertainable as of the Closing Date, they shall be prorated at the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Date, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the Loan.

Prorations and Credits. (a) The following items 7.4.1 All state, city and/or county ad valorem taxes due with respect to the Property for the calendar year of the Closing shall be prorated as of 11:59 p.m. of the day immediately preceding the Closing Date. To the extent that the amounts of the items to be prorated are ascertainable between Purchaser and Seller as of the Closing Date. Seller is responsible for and shall pay all state, they shall be prorated at the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Date, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items city and/or county ad valorem taxes with respect to the Service Contracts. iv) Such other Property for all time periods through the day prior to Closing. Purchaser is responsible for and shall pay all such items for all time periods commencing the day of income Closing. If the actual amount of such taxes is not known as of such date, either because bills for the period in question have not been issued or because such bills cover real property in addition to the Property, the proration at the Closing will be based on the most current and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants accurate billing information available. Should such proration not be based on the actual amount of the Property) ad valorem taxes for the month period in question and should such proration prove to be inaccurate upon receipt of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent actual bills for the month of the Closing and/or Property, then either Seller or Purchaser may demand at any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected time after the Closing Date a payment from the other party correcting such tenant in trust malapportionment. 7.4.2 Seller is responsible for the benefit of Seller, and shall promptly remit pay all operating expenses and all other expenses and utility charges in respect of the Property for all time periods through the day prior to Closing. Purchaser is responsible for and shall pay all such items for all time periods commencing the day of Closing. 7.4.3 Seller is entitled to receive and retain all income in respect of the Property for all time periods through the day prior to Closing and Purchaser is entitled to receive and retain all such income for all time periods commencing on the day of Closing. For purposes of making the prorations contained herein, Purchaser at Closing will be given credit for days of rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application on rented units before Closing. This credit will reflect actual collected rents, and Seller and Purchaser agree to rents in arrears unless and until such rent and adjust this proration (together with other charges due prorations) pursuant to the last two sentences of this paragraph based on actual collections for the periods subsequent to the month in which Closing occurs. Purchaser shall have been received and retained by Buyer. Buyer agrees to use commercially reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything rents applicable to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or period prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer Purchaser agrees to provideremit to Seller, as of upon receipt thereof by Purchaser, any rents applicable to periods prior to the Closing Date, for a cancellation . Rents are prorated by applying amounts received in the month of electricity Closing first to rents due in the month in which Closing occurs and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i)then to past due rents. (c) All transfer taxes 7.4.4 The Purchaser and Seller agree to make final adjustments for any item being prorated under this Section after reconciliations have been completed with all sales and use taxes imposed tenants on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. before ninety (d90) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given days after Closing. Payments in connection with the Loanfinal adjustment shall be due and payable within thirty (30) days of written notice. 7.4.5 If any mistakes in any adjustments or prorations or if any omissions in respect thereto are discovered by either Purchaser or Seller subsequent to the date of Closing, Purchaser and Seller agree to adjust such items between themselves. Such prorations and payments shall be determined and made by Seller and Purchaser, in good faith, as soon as practicable after Closing, but in any event within forty-five (45) days after Closing.

Prorations and Credits. Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments set forth in this Section and elsewhere in this Agreement is that Contributor shall bear all expenses of ownership and operation of the Property and shall receive all income therefrom through midnight at the end of the day preceding the Closing (the “Proration Time”) and BKP shall bear all such expenses and receive all such income thereafter. All prorations and payments to be made at Closing under this Section shall be made on the basis of a written statement or statements delivered to BKP by Contributor and approved by BKP. Contributor and BKP agree to adjust, without limitation, the following items (collectively, the “Proration Items”): (a) The following items Base or minimum rent and additional rent (which term, as used in this Agreement, includes, without limitation, operating expenses and common area maintenance charges, insurance, utilities, real estate tax and other assessment reimbursements, and parking fees) in connection with the Leases and normally prorated operating expenses as of the date of Closing shall be prorated as of 11:59 p.m. provided in this Agreement as of the day immediately preceding Proration Time and be adjusted against the Cash Consideration due at the Closing. (b) Percentage rent (i.e., that portion of the rent payable by any Tenants under the Leases which is a percentage of the amount of sales or of the dollar amount of sales) paid under any Leases shall be prorated with respect to the calendar year (or the applicable lease year, if used in the Lease instead of a calendar year) in which the Closing Dateoccurs on a per diem basis based upon the percentage rent paid by any Tenants for such period. To Any reduction in the extent that amount of percentage rent paid by any Tenants for such period as a result of any deductions or offsets claimed by such Tenants shall be allocated against Contributor’s or BKP’s distribution of percentage rent, as applicable, based on whether the amounts claim giving rise to the deduction(s) or offset(s) claimed by any such Tenant accrued prior to the Closing Date (in which case the allocation is against Contributor’s share of the items distribution) or accrued on or after the Closing Date (in which case the allocation is against BKP’s share of the distribution). After Closing, upon any Tenant’s payment to BKP of the percentage rent due for such period, BKP agrees to immediately pay to Contributor Contributor’s proportionate share of the percentage rent, and upon any Tenant’s payment to Contributor of the percentage rent due for such period, Contributor agrees to immediately pay to BKP BKP’s proportionate share of the percentage rent. (c) Real estate taxes and personal property taxes on the Property shall be prorated based upon the payment period (i.e., calendar or other tax fiscal year) to which same are attributable, with maximum then-permitted discount taken, regardless of whether or not any such taxes are then due and payable or are a lien. Contributor shall pay at or prior to Closing (or BKP shall receive credit for) any unpaid taxes attributable to periods prior to the date of Closing (whether or not then due and payable or a lien as aforesaid). Contributor shall receive credit for any previously paid or prepaid taxes attributable to periods from and after the date of Closing. In the event that as of the date Closing occurs the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes and taking into account all applicable discounts for early payment, shall be used for purposes of the proration at Closing. If the proration at Closing is based on the taxes for the previous year as described above, the parties agree to re-prorate the applicable real estate taxes and personal property taxes for the year of Closing based on the actual real estate taxes and personal property taxes (with maximum discount) once the bills are ascertainable available. (d) Certified liens levied by any Authority against the Property as of the Closing Date shall be paid by Contributor. Pending liens as of the Closing Date shall be assumed by BKP; provided, however, that if the improvement for which any such pending lien was levied was substantially completed as of the Closing Date, such pending lien shall be treated as a certified lien and paid by Contributor. Notwithstanding the foregoing, if any assessment or lien is payable under the real estate tax xxxx(s) for the Property on an installment payment basis, the parties agree that Contributor shall be responsible for payment of those installments which accrue prior to the year of Closing, BKP shall be responsible for payment of those installments which accrue subsequent to the year of Closing, and the parties shall prorate the installment which is due for the year of the Closing. As used herein, a “certified” lien is a lien which has been certified, confirmed or ratified pursuant to the statute, special act, ordinance, or resolution creating same and for which the exact amount of same has been determined, and a “pending” lien is a lien which has been created or authorized by an enabling resolution adopted by the appropriate governmental entity, causing said lien to attach to and become an encumbrance upon the subject Real Property but for which there has been no determination of the final amount of same. (e) Contributor shall be responsible for the payment of all sales taxes collected by Contributor under the Leases or with respect to the Property, or required to have been so collected, for the time period until the Proration Time. (f) If any of the foregoing prorations cannot be definitely calculated accurately on the date of Closing, then they shall be prorated estimated at the Closing and definitely calculated as soon after the date of Closing as feasible. As soon as the necessary information is available, but in any event within sixty (60) days after the date of Closing, the parties shall conduct a post-Closing review to determine the accuracy of all prorations made to the Cash Consideration (the “Post Closing Review”). Either party owing the other party a sum of money based on such subsequent proration(s) or the Post-Closing Review shall promptly pay such sum to the other party. Each party agrees to cooperate with the other to determine such post-Closing adjustments and shall make its appropriate personnel available to assist in making such adjustments; provided that the period during which the parties shall make adjustments as set forth in this Agreement shall terminate one (1) calendar year after the Closing Date. (g) Amounts payable under the Assumed Contracts shall be prorated as of the Proration Time. All amounts due under the Assumed Contracts for the period of time prior to the Closing Date shall be paid by Contributor. All amounts due under the Contracts (other than the Assumed Contracts, which shall be governed by the above terms of this subsection (g)) shall be paid by Contributor, regardless whether the same relate to the period prior to the Closing Date or thereafter. (h) Fees paid for the Licenses and Permits shall be prorated as of the Proration Time. (i) At Closing, BKP shall pay to Contributor, in cash, the amount of any TI Expenditures and Leasing Expenditures, if any, to the extent payable by BKP pursuant to Section 7.3, and Contributor shall pay to BKP or to the applicable vendors, upon reasonable evidence thereof, all unpaid TI Expenditures and Leasing Expenditures not payable by BKP. (j) Contributor shall be responsible for all utility bills for the period ending on the last day prior to the Closing. BKP shall be responsible for all utility bills commencing on the Closing Date. BKP and Contributor shall prorate all bills for the period in which the Closing occurs, outside of the Closing Statement. In connection with such proration, it shall be presumed that utility charges were uniformly incurred during the billing period. (k) BKP will receive at Closing a credit against the Cash Consideration equal to all security deposits held or required to be held by Contributor under the Leases to the extent not previously applied by Contributor as provided in the applicable Lease. To the extent that any Security Deposit consists of a letter of credit (an “L/C”) then, at Closing, Contributor will assign its rights under any such L/C to BKP, and at the amounts Closing, Contributor shall request that the applicable Tenant, at the Tenant’s sole cost, have such L/C bear the name of BKP as the beneficiary thereunder subsequent to the Closing (either pursuant to a transfer of such L/C which satisfies the issuing bank’s transfer requirement, or by obtaining an amendment to the L/C naming BKP as the beneficiary thereunder and, in the case of the items foregoing, in form and substance reasonably satisfactory to be prorated BKP) (each, an “L/C Transfer”). If any of such L/Cs are not reasonably ascertainable assigned or assignable as of the Closing Date, they shall be adjusted as then Contributor, at Contributor’s sole expense, promptly after the Closing as Closing, shall with due diligence (without resorting to litigation) attempt to cause the amounts thereof are ascertainedissuers of such L/Cs to reissue such L/Cs in favor of BKP. Any errors or omissions in computing If at any time prior to the prorations at date when any such L/C is reissued, but after the Closing Date, BKP has the right in accordance with the applicable Lease to collect the proceeds of any such L/C and desires to do so, then Contributor, promptly after receipt of BKP’s written request, shall present such L/C for payment and promptly deliver the proceeds thereof to BKP. If Contributor presents such L/C for payment, as aforesaid, then BKP shall indemnify Contributor, and hold Contributor harmless, from and against any and all losses, damages, costs, liabilities or expenses (including reasonable attorneys’ fees and disbursements) which Contributor incurs as a result of presenting such L/C for payment. At Closing, Contributor shall deliver to BKP the originals of all L/Cs (and any amendments or modifications thereof) whether or not an L/C Transfer has been consummated with respect to such L/C, actually held by Contributor. (l) Contributor will use commercially reasonable efforts to assign to BKP at Closing or cause to be reissued for BKP’s benefit, all bonds of Tenants related to mechanic’s liens, except to the extent the same are automatically transferred to an acquirer of the Property in accordance with their terms. (m) Accrued and unpaid salaries, wages, bonuses, unused sick time, unused vacation time, employee benefit fund contributions, and other benefits for the Specified Employees BKP is required to employ pursuant to Article XVIII hereof shall be promptly corrected and this obligation shall survive the Closing hereunder for a period prorated as of twelve (12) months from the Closing Date. i(n) WaterContributor shall indemnify BKP against and hold BKP harmless from all claims, sewerlosses, fire protectioncosts, inspection servicesliabilities and expenses, electric, telephone including attorneys’ and all other utility charges. ii) Prepaid rents (including tax experts’ fees and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect expenses to the Service Contracts. iv) Such other items of income extent arising from or attributable to the matters for which Contributor is liable pursuant to this Section 10.4. BKP shall indemnify Contributor against and hold Contributor harmless from all claims, losses, costs, liabilities and expenses, including attorneys’ and experts’ fees and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage to the extent arising from or attributable to the matters for which BKP is liable pursuant to this Section 10.4. The terms and all other rental amounts payable by tenants provisions of the Property) for the month of Closing this Section 10.4 shall be prorated. Unpaid rents from tenants shall not be prorated at survive the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the Loan.

Prorations and Credits. At the Closing, prorations and credits between the applicable Seller, on the one hand, and Buyer, on the other hand, shall be made for each Property as follows: (a) The following items All general ad valorem taxes, special assessments and other taxes or charges of a similar nature imposed by any Governmental Authority, or by any applicable property owners association, utility district or any other body (collectively, the “Impositions”) against the Properties for all prior years and all current year Impositions that are due and payable on or before the Closing Date shall be prorated as of 11:59 p.m. have been paid by or on behalf of the day immediately preceding applicable Seller on or before the Closing Date, subject to proration as follows: Buyer shall be responsible for the payment to each applicable Seller of the amount of Impositions that relate to the period after the Proration Date (and the Sellers shall be responsible for the payment of such Impositions relating to the period prior to and including the Proration Date). To the extent that Impositions for Properties for the current year have accrued but are not yet due and payable, such amounts of the items to shall be prorated are ascertainable as of paid by Buyer following the Closing Date, they and Buyer shall receive a credit against the Purchase Price for the amount thereof that is attributable to the period prior to and including the Proration Date, such proration to be based on the most recent available xxxx for such Impositions, as adjusted by any known changes relating to the period during which the Closing occurs, and shall be prorated at subject to true-up pursuant to Section 5.5(k). Notwithstanding the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Dateforegoing, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to each CLP Leased Property, to the Service Contracts. iv) Such extent the Tenant under the Tenant Lease for such CLP Leased Property is responsible for paying an Imposition with respect to such CLP Leased Property directly to the Governmental Authority or applicable owners association, utility district or any other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniturebody, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants such Imposition shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent subject to proration under this Section 5.5. (b) All charges for gas, electricity, water, telephone, sewer and other utilities for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes Properties shall be prorated on the basis of the latest valuations most recent xxxx for such utilities; Sellers shall request that the companies and mill levies and shall be subject municipalities furnishing utility services to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien Properties make termination readings on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as morning of the Closing Date, or on a date as soon thereafter as practicable, and submit final statements for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's nameservices, which shall be reconciled pursuant hereto. To Notwithstanding the foregoing, with respect to each CLP Leased Property, to the extent the Tenant under the Tenant Lease for such a timely cancellation and continuation occurs, there shall be no proration of CLP Leased Property is responsible to pay such utility charges as provided in Paragraph 12(a)i)with respect to such CLP Leased Property directly to the utility provider, such items shall not be subject to prorations or other obligations under this Section 5.5. (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction items of expense under Approved Contracts shall be paid by Seller, regardless prorated as of whether Seller would otherwise be obligated under Arizona lawthe Proration Date. (d) The Security Deposits All prepaid rents, fees or other charges actually collected by any Seller or Manager with respect to the Properties shall be transferred to Buyer or credited against prorated as of the Purchase PriceProration Date. (e) Buyer shall receive a credit for any security deposit held by any Seller pursuant to any Resident Agreements or Tenant Leases, to the extent such security deposit or any portion thereof has not been properly retained or applied by such Seller prior to the Closing Date pursuant to the terms of the applicable Resident Agreement or Tenant Lease, and Buyer shall thereafter be responsible for the return of such deposit to the extent a credit has been received by Buyer in accordance with the applicable Resident Agreement or Tenant Lease. (f) All other items of income or expense with respect to the Properties that are customarily prorated in similar transactions shall be prorated as of the Proration Date, with all such items of income and expense that relate to the period commencing on the day following the Proration Date being credited and/or charged, as applicable, to the Buyer’s account, and all such items of income and expense that relate to the period prior to and including the Proration Date being credited and/or charged, as applicable, to the Seller’s account. Without limiting the generality of the preceding sentence, (i) income received by Sellers and accounts receivable that represent xxxxxxxx for goods and services to be rendered after the Proration Date shall be for the account of and credited to Buyer, (ii) an amount equal to all pre-paid expenses which relate to goods or services to be provided to the CLP Managed Properties in the ordinary course of business after the Proration Date shall be for the account of and credited to the applicable Seller, (iii) expenses which relate to goods and services provided to the CLP Managed Properties on or prior to the Proration Date, including, without limitation, any management fees or expenses, shall be for the account of the applicable Seller and if not paid prior to the Closing as Seller Payables pursuant to Section 12.3, Buyer shall receive a credit therefor at Closing, after which Buyer shall be responsible for paying such expenses for which it received a credit as aforesaid, provided that in the event no invoice has been issued prior to Closing for such goods and services, the applicable Seller shall have the benefit of Section 5.5(h), and (iv) refunds, to the extent relating to the period prior to and including the Proration Date, shall be for the account of and credited to the applicable Seller upon receipt of such refunds except to the extent a Tenant Lease, Assumed Management Agreement or Approved Contract requires such refunds be applied in a different manner. (g) Buyer and Sellers shall prorate the rent under the Tenant Leases as of the Proration Date for the period during which the Closing Date occurs based on amounts due for such period. (h) Buyer acknowledges that the balance of all reserve accounts described in the Tenant Leases and Management Agreements shall be transferred to Buyer at no additional cost to Buyer, subject to the interests of the Tenants and Managers as set forth in the Tenant Leases and Management Agreements (which transfer may elect to satisfy be effectuated by way of Buyer receiving a portion of credit against the Purchase Price in a cumulative amount equal to such accounts on the Settlement Statements except as otherwise required by taking title Legal Requirements). As consideration for the transfer of said reserve account balances, Buyer assumes at Closing responsibility for payment of all invoices issued from and after Closing relating to the Property subject to the outstanding balance of any lien goods delivered or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given services performed in connection with the LoanProperties which are payable from the reserve accounts in accordance with the terms of the Tenant Leases and Management Agreements, without regard to when such services were performed or such goods were delivered; provided, however, with respect to the CLP Managed Properties, Buyer assumes such responsibility with respect to services performed or goods delivered prior to the Closing only to the extent there are sufficient amounts in such reserve accounts to pay such invoices and such invoiced amounts are payable from such reserve accounts pursuant to the applicable terms of the Management Agreements (provided that all amounts contemplated by the applicable reserve budget in the applicable Tenant Lease or Management Agreement in effect as of the Closing Date to be deposited into such accounts prior to the date when any such expense is contemplated to be incurred shall be included when making such determination). (i) Sellers hereby represent, and Buyer acknowledges, that certain residents of the Stratford Property and the Dayton Place Property have paid entrance fees in connection with their residency at the Stratford Property or the Dayton Place Property, with such fees being more particularly described on Schedule 5.5(i). Buyer agrees and does hereby assume all liabilities and obligations of Sellers, if any, associated with such entrance fees as Buyer’s sole responsibility, liability, cost and expense, and there shall be no credit to Buyer at Closing with respect to such entrance fees scheduled on Schedule 5.5(i) or with respect to any additional entrance fees consented to by Buyer after the Effective Date, which consent may be given or withheld in Buyer’s sole discretion. (j) To the extent assumed by Buyer pursuant to Section 13.5, at the Closing, Buyer shall receive a credit against the Purchase Price in an amount equal to the aggregate of the then-outstanding principal balances due under the applicable Loan Documents and any interest and other charges accrued thereon which have not been paid prior to the Closing Date and which relate to any period of time prior to and including the Proration Date. Sellers acknowledge that interest under the Loan Documents is paid in arrears. At Closing, the applicable Seller shall receive a credit for the balance in any escrows maintained with respect to any Loan that is being transferred to Buyer; provided, however, in no event shall the applicable Seller receive a credit for any escrows which are reserve accounts for any Tenant Lease or Management Agreement, which are otherwise to be credited or paid to Buyer pursuant to Section 5.5(h). (k) Prorations and credits shall be calculated on the basis of the best information available at Closing. The amount of all prorations and credits shall be subject to adjustment in cash after Closing, as and when more complete and accurate information becomes available. Sellers and Buyer agree to cooperate and use their best efforts to make such adjustments not later than ninety (90) days after the Closing Date (which cooperation may include permitting reasonable inspections of the other parties’ books and records). (l) This Section 5.5 shall survive Closing.

Prorations and Credits. Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments set forth in this Section and elsewhere in this Agreement is that Seller shall bear all expenses of ownership and operation of the Property and shall receive all income therefrom through midnight at the end of the day preceding the Closing (the “Proration Time”) and Purchaser shall bear all such expenses and receive all such income thereafter. All prorations and payments to be made at Closing under this Section shall be made on the basis of a written statement or statements delivered to Purchaser by Seller and approved by Purchaser. Seller and Purchaser agree to adjust, without limitation, the following items (collectively, the “Proration Items”): (a) The following items Base or minimum rent and additional rent (which term, as used in this Agreement, includes, without limitation, operating expenses and common area maintenance charges, insurance, utilities, real estate tax and other assessment reimbursements, and parking fees) in connection with the Leases and normally prorated operating expenses as of the date of Closing shall be prorated as of 11:59 p.m. provided in this Agreement as of the day immediately preceding Proration Time and be adjusted against the Purchase Price due at the Closing. (b) Percentage rent (i.e., that portion of the rent payable by any Tenants under the Leases which is a percentage of the amount of sales or of the dollar amount of sales) paid under any Leases shall be prorated with respect to the calendar year (or the applicable lease year, if used in the Lease instead of a calendar year) in which the Closing Dateoccurs on a per diem basis based upon the percentage rent paid by any Tenants for such period (including, without limitation, by X.X. Xxxxxx pursuant to the percentage-of-sales provisions of its Lease). To Any reduction in the extent that amount of percentage rent paid by any Tenants for such period as a result of any deductions or offsets claimed by such Tenants shall be allocated against Seller’s or Purchaser’s distribution of percentage rent, as applicable, based on whether the amounts claim giving rise to the deduction(s) or offset(s) claimed by any such Tenant accrued prior to the Closing Date (in which case the allocation is against Seller’s share of the items distribution) or accrued on or after the Closing Date (in which case the allocation is against Purchaser’s share of the distribution). After Closing, upon any Tenant’s payment to Purchaser of the percentage rent due for such period, Purchaser agrees to immediately pay to Seller Seller’s proportionate share of the percentage rent, and upon any Tenant’s payment to Seller of the percentage rent due for such period, Seller agrees to immediately pay to Purchaser Purchaser’s proportionate share of the percentage rent. (c) Real estate taxes and personal property taxes on the Property shall be prorated based upon the payment period (i.e., calendar or other tax fiscal year) to which same are attributable, with maximum then-permitted discount taken, regardless of whether or not any such taxes are then due and payable or are a lien. Seller shall pay at or prior to Closing (or Purchaser shall receive credit for) any unpaid taxes attributable to periods prior to the date of Closing (whether or not then due and payable or a lien as aforesaid). Seller shall receive credit for any previously paid or prepaid taxes attributable to periods from and after the date of Closing. In the event that as of the date Closing occurs the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes and taking into account all applicable discounts for early payment, shall be used for purposes of the proration at Closing. If the proration at Closing is based on the taxes for the previous year as described above, the parties agree to re-prorate the applicable real estate taxes and personal property taxes for the year of Closing based on the actual real estate taxes and personal property taxes (with maximum discount) once the bills are ascertainable available. (d) Certified liens levied by any Authority against the Property as of the Closing Date shall be paid by the Seller. Pending liens as of the Closing Date shall be assumed by Purchaser; provided, however, that if the improvement for which any such pending lien was levied was substantially completed as of the Closing Date, such pending lien shall be treated as a certified lien and paid by Seller. Notwithstanding the foregoing, if any assessment or lien is payable under the real estate tax xxxx(s) for the Property on an installment payment basis, the parties agree that Seller shall be responsible for payment of those installments which accrue prior to the year of Closing, Purchaser shall be responsible for payment of those installments which accrue subsequent to the year of Closing, and the parties shall prorate the installment which is due for the year of the Closing. As used herein, a “certified lien” is a lien which has been certified, confirmed or ratified pursuant to the statute, special act, ordinance, or resolution creating same and for which the exact amount of same has been determined, and a “pending lien” is a lien which has been created or authorized by an enabling resolution adopted by the appropriate governmental entity, causing said lien to attach to and become an encumbrance upon the subject Real Property but for which there has been no determination of the final amount of same. (e) Seller shall be responsible for the payment of all sales taxes collected by Seller under the Leases or with respect to the Property, or required to have been so collected, for the time period until the Proration Time. (f) If any of the foregoing prorations cannot be definitely calculated accurately on the date of Closing, then they shall be prorated at the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Date, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations estimated at the Closing and definitely calculated as soon after the date of Closing as feasible. As soon as the necessary information is available, but in any event within sixty (60) days after the date of Closing, the parties shall be conduct a post-Closing review to determine the accuracy of all prorations made to the Purchase Price (the “Post Closing Review”). Either party owing the other party a sum of money based on such subsequent proration(s) or the Post-Closing Review shall promptly corrected pay such sum to the other party. Each party agrees to cooperate with the other to determine such post-Closing adjustments and shall make its appropriate personnel available to assist in making such adjustments; provided that the period during which the parties shall make adjustments as set forth in this obligation Agreement shall survive the Closing hereunder for a period of twelve terminate one (121) months from calendar year after the Closing Date. i(g) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to Amounts payable under the Service Contracts. iv) Such other items of income and expenses Assumed Contracts shall be prorated as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) Proration Time. All amounts due under the Assumed Contracts for the month period of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on time prior to the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges by Seller. All amounts due for under the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages Contracts (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxesAssumed Contracts, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes which shall be prorated on governed by the basis above terms of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and this subsection (iig)) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona lawthe same relate to the period prior to the Closing Date or thereafter. (dh) The Security Deposits Fees paid for the Licenses and Permits shall be transferred prorated as of the Proration Time. (i) At Closing, Purchaser shall pay to Buyer Seller, in cash, the amount of any TI Expenditures and Leasing Expenditures, if any, to the extent payable by Purchaser pursuant to Section 7.3, and Seller shall pay to Purchaser or credited to the applicable vendors, upon reasonable evidence thereof, all unpaid TI Expenditures and Leasing Expenditures not payable by Purchaser. (j) Seller shall be responsible for all utility bills for the period ending on the last day prior to the Closing. Purchaser shall be responsible for all utility bills commencing on the Closing Date. Purchaser and Seller shall prorate all bills for the period in which the Closing occurs, outside of the Closing Statement. In connection with such proration, it shall be presumed that utility charges were uniformly incurred during the billing period. (k) Purchaser will receive at Closing a credit against the Purchase PricePrice equal to all security deposits held or required to be held by Seller under the Leases to the extent not previously applied by Seller as provided in the applicable Lease. To the extent that any Security Deposit consists of a letter of credit (an “L/C”) then, at Closing, Seller will assign its rights under any such L/C to Purchaser, and at the Closing, Seller shall request that the applicable Tenant, at the Tenant’s sole cost, have such L/C bear the name of Purchaser as the beneficiary thereunder subsequent to the Closing (either pursuant to a transfer of such L/C which satisfies the issuing bank’s transfer requirement, or by obtaining an amendment to the L/C naming Purchaser as the beneficiary thereunder and, in the case of the foregoing, in form and substance reasonably satisfactory to Purchaser) (each, an “L/C Transfer”). If any of such L/Cs are not assigned or assignable as of the Closing Date, then Seller, at Seller’s sole expense, promptly after the Closing, shall with due diligence (without resorting to litigation) attempt to cause the issuers of such L/Cs to reissue such L/Cs in favor of Purchaser. If at any time prior to the date when any such L/C is reissued, but after the Closing Date, Purchaser has the right in accordance with the applicable Lease to collect the proceeds of any such L/C and desires to do so, then Seller, promptly after receipt of Purchaser’s written request, shall present such L/C for payment and promptly deliver the proceeds thereof to Purchaser. If Seller presents such L/C for payment, as aforesaid, then Purchaser shall indemnify Seller, and hold Seller harmless, from and against any and all losses, damages, costs, liabilities or expenses (including reasonable attorneys’ fees and disbursements) which Seller incurs as a result of presenting such L/C for payment. At Closing, Seller shall deliver to Purchaser the originals of all L/Cs (and any amendments or modifications thereof) whether or not an L/C Transfer has been consummated with respect to such L/C, actually held by Seller. (el) Buyer may elect Seller will use commercially reasonable efforts to satisfy a portion assign to Purchaser at Closing or cause to be reissued for Purchaser’s benefit, all bonds of Tenants related to mechanic’s liens, except to the extent the same are automatically transferred to an acquirer of the Purchase Price by taking title Property in accordance with their terms. (m) Accrued and unpaid salaries, wages, bonuses, unused sick time, unused vacation time, employee benefit fund contributions, and other benefits for the Specified Employees Purchaser is required to employ pursuant to Article XVIII hereof shall be prorated as of the Closing Date. (n) Seller shall indemnify Purchaser against and hold Purchaser harmless from all claims, losses, costs, liabilities and expenses, including attorneys’ and experts’ fees and expenses to the Property subject extent arising from or attributable to the outstanding balance of any lien or encumbrance matters for which Seller is liable pursuant to this Section 10.4. Purchaser shall indemnify Seller against the Propertyand hold Seller harmless from all claims, provided that (1) credit shall not be allowed for any liens that are bonded over by Sellerlosses, costs, liabilities and (2) if Buyer elects to take title subject expenses, including attorneys’ and experts’ fees and expenses to the Loan, such election extent arising from or attributable to the matters for which Purchaser is liable pursuant to this Section 10.4. The terms and provisions of this Section 10.4 shall be conditioned on Buyer releasing Seller and survive the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the LoanClosing.

Prorations and Credits. All current taxes, assessments, utilities, maintenance charges and similar expenses of the Property (a) The following items other than management fees, which shall be Seller’s sole responsibility) shall, to the extent of information then available, be prorated between Seller and Buyer as of 11:59 p.m. of EST on day before the day immediately preceding of Closing. Seller and Buyer shall use their best efforts prior to the Closing Date. To the extent that the amounts to prepare a schedule of the prorations covering as many items to be prorated are ascertainable as practicable so such prorations can be made on or before the day of the Closing Date, they Closing. Such prorations shall be prorated at the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Dateadjusted, they shall be adjusted as promptly if necessary, and completed after the Closing as soon as final information becomes available. Seller shall endeavor to obtain meter readings on the amounts thereof day before the day of Closing, and if such readings are ascertained. Any errors or omissions in computing the prorations obtained, there shall be no proration of such items and Seller shall pay at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder bills therefor for a the period to the day preceding the day of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility depositsClosing, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to Buyer shall pay the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) bills therefor for the month of Closing shall be proratedperiod subsequent thereto. Unpaid rents from tenants shall If the utility company will not be prorated at issue separate bills, Buyer will receive a credit against the Purchase Price for Seller’s portion and will pay the entire xxxx prior to delinquency after the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence receive credit for any litigation against such tenants, incur deposits that Seller may have previously made with any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declarationutility companies. Notwithstanding anything to the contrary contained Except as provided herein, (i) real estate taxes monthly expense items shall be prorated on the basis of a thirty (30) day month. Such expenses of the latest valuations and mill levies and Property for the period prior to the day of Closing shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which account of Seller and such expenses for the period on and after the date the Closing takes place are conclusively determined, and (ii) occurs shall be for the account of Buyer. Seller shall pay in full at all taxes, assessments, invoices for goods furnished or prior services supplied, and other expenses relating to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Dateextent allocable to the period prior to the day of Closing. Seller shall cooperate with Buyer to provide, as Without limitation of the Closing Dateforegoing, any refund for a cancellation real estate taxes or assessments applicable to the period from and after the day of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To Closing, whether paid before or after the extent such a timely cancellation and continuation occursClosing, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by SellerBuyer, and (2) if Buyer elects to take title subject to the Loan, such election Seller shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity have no claim or other agreement given in connection with the Loanright thereto.

Prorations and Credits. (a) The following items Real property taxes, personal property taxes, and special assessments in connection with the Property for the year of Closing shall be prorated as of 11:59 p.m. of the day immediately preceding the Closing Date. To If the extent that the actual amounts of the items to be prorated are ascertainable not known as of the Closing Date, they the prorations shall be prorated at made on the Closing. To the extent that the amounts basis of the items most recent appraisal available from the Bexar County Appraisal District and the most recent tax rates from the Bexar County Tax Assessor. When the actual tax bxxx for the Property is received by either Party, such Party shall provide Notice of its receipt and a copy of such bxxx to the other Party; thereafter, the Parties shall promptly make a cash settlement based upon the actual tax rates and appraised values. (b) At Closing, all security deposits held by Seller under the Leases will be assigned and transferred to Buyer (which may be effectuated by a credit to Buyer at Closing). Additionally, Buyer shall receive credits in the following amounts at Closing to be prorated are not reasonably ascertainable applied toward the Purchase Price: (i) $120,000 for the amount owed as a tenant finishout allowance to Starbuck’s Corporation (“Starbuck’s”) under its lease dated May 20, 2005 (the “Hear Music Lease”), and (ii) $32,901.10 for the amount owed as a broker’s commission to Bxxxx Xxxxxxx for services provided in connection with the Hear Music Lease. Upon Closing, Buyer assumes responsibility for the payment of the obligations identified in the previous sentence. (c) Seller shall retain any Rent received by Seller as of the Closing Date, they shall be adjusted as promptly after which is applicable to the month in which the Closing as the amounts thereof are ascertained. Any errors occurs or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearagebefore; provided, however, that no sums received by Buyer shall be so held or paid receive a credit on the closing statement for an amount equal to Seller for application to rents in arrears unless and until the portion of such rent and other charges due for the periods subsequent Rent that is applicable to the Closing Date through the end of the month in which the Closing occurs. As used herein, the term “Rent” includes all payments or sums chargeable to Tenants under the Leases, including but not limited to, basic rent, percentage rent, CAM charges, “pass-throughs”, expenses, and other costs. Delinquent Rent shall have been received and retained not be prorated. (i) Buyer agrees that, with respect to any delinquent Rent that accrues during periods of time prior to the Closing Date (regardless of when actually received, reconciled, or charged, the “Pre-Closing Rent”), if Buyer collects such Pre-Closing Rent then such Pre-Closing Rent shall be forwarded to Seller, after deducting the costs, if any of collections, within three (3) Business Days of receipt thereof by Buyer. . (A) After Closing, Buyer agrees to use reasonable efforts shall bxxx and attempt to collect rent arrearages due Seller from tenantsany Pre-Closing Rent in the ordinary course of business, provided that Buyer but shall not be obligated to commence engage a collection agency or take legal action to collect any litigation such Pre-Closing Rent. For a period of one (1) year after Closing, Seller is permitted to pursue any Tenant for Pre-Closing Rent, but agrees to do so in a commercially reasonable manner and without filing any lawsuits against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant LeaseTenants. vi(B) Real estate taxesBuyer and Seller each agree to provide the other with reports and statements showing the amounts and collection status of Pre-Closing Rent, special assessments including all information necessary to reconcile percentage rents, CAM charges, and assessments under all other items not included in the Declarationbase rental amounts. Notwithstanding anything Upon five (5) Business Days’ Notice, Buyer and Seller each agree to permit the other party to review their books and records with respect to the contrary contained hereinProperty in their respective place of business in order to verify the amounts due with respect to the Pre-Closing Rent. (ii) Seller agrees to forward to Buyer, within three (3) Business Days of receipt thereof, any Rent received after Closing for periods of time following Closing. (iii) As of the Effective Date, Starbuck’s is leasing two different spaces at the Property under two separate leases: (i) real estate taxes shall be prorated on a space containing approximately 1,853 square feet (the basis “Original Starbuck’s Space”), as leased to Starbuck’s under a lease executed in November of 1994 (the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined“Original Starbuck’s Lease”), and (ii) a space containing approximately 5,969 square feet (the “Hear Music Space”), as leased under the Hear Music Lease. It is contemplated that Starbuck’s will open for business at the Hear Music Space in the Fall of 2005, and will cease operations in the Original Starbuck’s Space at approximately 30 days later. In connection with Starbuck’s transfer of operations from the Original Starbuck’s Space to the Hear Music Space, Seller agrees that Buyer shall pay receive credits in full the following amounts at or Closing to be applied toward the Purchase Price: (A) $37,993 (the “Hear Music Credit”) [NEED TO CONFIRM AMOUNT] to provide supplemental cash flow until the estimated time that Starbuck’s makes it’s first rent payment under the Hear Music Lease. This amount is an estimate of the Rent that would be due under the Hear Music Lease from the Closing Date until the [insert the date which is 120 days from the date on which the building permit is received]. In the event Starbuck’s opens for business under the Hear Music Lease prior to Closing any installments [insert the date which is 120 days from the date on which the building permit is received], Buyer shall immediately return a prorated portion of special assessments which may be a lien on the Property and that are due prior Hear Music Credit to ClosingSeller. (bB) Seller shall furnish readings $26,632 (the Starbuck’s Credit”) [NEED TO CONFIRM AMOUNT] to provide supplemental cash flow while Buyer attempts to locate a replacement tenant for the Original Starbuck’s Space. This amount is an estimate of the waterRent that would be due under the Original Starbuck’s Lease for a period of six months, gas and electric meters at commencing on the Property to Date of Closing, net of any Rent actually received. In the event a replacement tenant occupies the Original Starbuck’s Space, or begins paying rent before the 180th day after the Closing Date, Buyer shall immediately return a prorated portion of the Starbuck’s Credit to Seller. (C) Buyer agrees to notify Seller of (i) the date Starbuck’s opens for business under the Hear Music Lease, and (ii) the date a replacement tenant occupies the Original Starbuck’s Space, or begins paying rent. Until the later of the two dates listed in subparagraphs (i) and (ii) above, Buyer also agrees to provide Seller promptly with reports and statements showing the amounts and collection status of Rents received for the Original Starbuck’s Space and the Hear Music Space. (d) Charges under all Assumed Contracts (if applicable) shall cooperate with Buyer to provide, be prorated on a per diem basis as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year or billing period of the person levying or charging for the same. Charges for water, electricity, sewer rental, gas, telephone and all other utilities shall not be prorated but, rather, instructions shall be given to the utility companies by Seller (with a cancellation duplicate copy of electricity such instruction being provided concurrently to Buyer) to read the meters on the Closing Date and to issue separate statements thereafter. In the event that any provider of utilities shall refuse to issue separate statements in the manner aforesaid, applicable utility charges shall be prorated such that all charges accruing for the period prior to Closing Date shall be charged to Seller and all charges accruing after the Closing Date shall be charged to Buyer. Buyer shall be responsible for the billing and collection of any reimbursable utility charges from the Tenants with respect to all periods after the Closing Date and shall credit Seller at Closing for any uncollected, reimbursable utility charges from the Tenants with respect to all periods prior to the Closing Date, provided that such charges are otherwise not delinquent. Seller and Buyer shall cooperate to cause the transfer of the Property’s telephone number(s) and utility accounts from Seller to Buyer. If estimated utility charges and/or operating expenses are used to calculate the prorated amounts at Closing, the Parties agree that, when the actual amount of such utilities and other utility services operating expenses with respect to the Property for the month in Seller's name which the Closing occurs are determined, the Parties agree to adjust the proration of such utilities and a continuation thereof without interruption in Buyer's name. To the extent other operating expenses and, if necessary, to refund or repay such a timely cancellation and continuation occurs, there sums as shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred necessary to Buyer or credited against the Purchase Priceeffect such adjustments. (e) Buyer may elect to satisfy a portion The provisions of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit this Section 15 shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the Loansurvive Closing.

Prorations and Credits. (a) The following items shall are to be prorated apportioned between Purchaser and Seller as of 11:59 p.m. of P.M. on the day immediately preceding the Closing Date. To : (a) Rents, if any, as and when collected (the extent that term “rents” as used in this Agreement includes base rent, common area maintenance, tax, insurance and other payments due and payable under the amounts Leases for all or any portion of the items to Property, together with all sales and other taxes thereon) and all other income generated by all or any portion of the Property. There will be prorated are ascertainable no proration of rents accrued but not collected as of the Closing Date; however, they Seller shall be prorated at entitled to receive rents for periods prior to the Closing Date to the extent collected or received by Seller or Purchaser after the Closing. To Seller and Purchaser agree that all rents received after the extent that Closing from any Tenant shall be applied in the amounts following order: (1) to reasonable costs of collection, if any, incurred by Purchaser, (2) to current rentals owed by such Tenant, and (3) then to delinquent rentals, if any, owed by such Tenant in the items inverse order of their maturity, and Purchaser will deliver to be prorated are not reasonably ascertainable Seller any such delinquent rentals owed Seller and received following the Closing. For a period of six (6) months following the Closing, Purchaser shall use reasonable efforts to collect for Seller any rental payments past due as of the Closing Dateor due subsequent to Closing for a period prior to Closing by continuing to xxxx tenants for the same; provided, they however, Purchaser shall not be adjusted as promptly required to declare a lease default or institute any legal action in any court against a Tenant. Seller will deliver to Purchaser, within five (5) business days following receipt, any rents received by Seller after the Closing as and attributable to the amounts thereof period from and after the Closing. Following the Closing, Seller shall not have the right to institute any action for unlawful detainer against any tenant or terminate (or threaten to terminate) any tenant’s Lease or right of possession or in any other way to collect any unpaid or delinquent rents. (b) At the Closing, Seller shall credit to the account of Purchaser against the Purchase Price (i) any security deposit made under the Leases or otherwise actually collected by Seller, together with all interest, if any, which must be paid thereon to any Tenant; and (ii) all prepaid rents and other charges paid in advance by any Tenant and attributable to the period after the Closing; and in each case, the Assignment and Assumption Agreement shall provide for Purchaser’s assumption of the obligation to return any such sums (and, if applicable, interest thereon) to the extent same are ascertained. Any errors or omissions in computing the prorations at the Closing so credited. (c) Property taxes shall be promptly corrected and this obligation shall survive prorated on an accrual basis based on the Closing hereunder for a period of twelve applicable fiscal tax year; (12) months from the Closing Date. id) Water, sewer, fire protection, inspection servicesgas, electric, telephone vault and all other utility fuel charges., if any; 724643206.7 17544974 ii(e) Prepaid rents (including tax and similar participations)Sums due or already paid pursuant to any Service Agreements which are being assumed by Purchaser at Closing, utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect but in no event shall Purchaser be responsible for any costs incurred for any period prior to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable and all such costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid by Seller); (f) Amounts paid pursuant to Seller for application to rents in arrears unless all transferable licenses and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenantspermits, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations fiscal year for which levied; (g) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (h) (i) with respect to any reconciliations of reimbursable expenses under the Leases for the year in which the Closing occurs, Seller and mill levies and Purchaser shall be subject cooperate to readjustment complete such reconciliations as soon as possible after the actual valuation Closing, with Seller responsible for amounts owing to Tenants under the Leases and mill levies entitled to amounts payable by Tenants under the Leases (as the case may be) with respect to periods prior to the Closing, and with Purchaser responsible for amounts owing to tenants under the Leases and entitled to amounts payable by tenants under the Leases (as the case may be) with respect to periods from and after the Closing (and, with respect to any such amounts payable to Seller for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due period prior to Closing. (b) , Purchaser shall promptly pay the same to Seller shall furnish readings of as and when collected by Purchaser from the waterTenants, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance order of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given payment in connection with the Loan.Section 11.2(a)); and

Prorations and Credits. Except as expressly provided herein, the purpose and intent as to the provisions of prorations and apportionments set forth in this Section 10.4 and elsewhere in this Agreement is that Contributor shall bear all expenses of ownership and operation of the Property and shall receive all income therefrom through midnight at the end of the day preceding the Closing (the “Proration Time”) and the Partnership shall bear all such expenses and receive all such income thereafter. Prorations shall be added to or adjusted against the Cash Amount due at the Closing (or, if the amount of prorations for which Contributor is responsible exceeds the amount of the Cash Amount, shall at Contributor’s option either be payable by Contributor in cash or applied against the number of Units due to Contributor at Closing). All prorations and payments to be made at Closing under this Section 10.4 shall be made on the basis of a written statement or statements delivered to the Partnership by Contributor and approved by the Partnership. Contributor and the Partnership agree to adjust, without limitation, the following items (collectively, the “Proration Items”): (a) Base or minimum rent and additional rent (which term, as used in this Agreement, includes, without limitation, common area maintenance charges, marketing charges, insurance, utilities, real estate tax and other assessment reimbursements, and parking fees) in connection with the Leases as of the date of Closing shall be prorated as provided in this Agreement as of the Proration Time. (b) Percentage rent (i.e., that portion of the rent payable by any Tenants under the Leases which is a percentage of the amount of sales or of the dollar amount of sales) paid under any Leases shall be prorated with respect to the calendar year (or the applicable lease year, if used in the Lease instead of a calendar year) in which the Closing occurs on a per diem basis based upon the percentage rent paid by any Tenants for such period. Any reduction in the amount of percentage rent paid by any Tenants for such period as a result of any deductions or offsets claimed by such Tenants shall be allocated against Contributor’s or the Partnership’s distribution of percentage rent, as applicable, based on whether the claim giving rise to the deduction(s) or offset(s) claimed by any such Tenant accrued prior to the Closing Date (in which case the allocation is against Contributor’s share of the distribution) or accrued on or after the Closing Date (in which case the allocation is against the Partnership’s share of the distribution). After Closing, upon any Tenant’s payment to the Partnership of the percentage rent due for such period, the Partnership agrees to immediately pay to Contributor Contributor’s proportionate share of the percentage rent, and upon any Tenant’s payment to Contributor of the percentage rent due for such period, Contributor agrees to immediately pay to the Partnership the Partnership’s proportionate share of the percentage rent. (c) Real estate Taxes and personal property Taxes on the Property shall be prorated based upon the payment period (i.e., calendar or other tax year, as applicable) to which same are attributable, regardless of whether or not any such taxes are then due and payable or are a lien. Contributor shall pay at or prior to Closing (or the Partnership shall receive credit for) any unpaid Taxes attributable to periods (or portions thereof) ending on or prior to the date of Closing (whether or not then due and payable or a lien as aforesaid). Contributor shall receive credit for any previously paid or prepaid Taxes attributable to periods from and after the date of Closing. In the event that as of the date Closing occurs the actual Tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes and taking into account all applicable discounts for early payment, shall be used for purposes of the proration at Closing. If the proration at Closing is based on the Taxes for the previous year as described above, the Parties agree to re-prorate the applicable real estate Taxes and personal property Taxes for the year of Closing based on the actual real estate Taxes and personal property Taxes once the bills are available and any party owing the other party a sum of money based on such re-proration shall promptly pay such sum to the other party. (d) Contributor shall be responsible for the payment of all sales Taxes collected by Contributor under the Leases or with respect to the Property, or required to have been so collected, for the time period until the Proration Time. (e) If any of the foregoing prorations cannot be definitely calculated accurately on the date of Closing, then they shall be estimated at the Closing and definitely calculated as soon after the date of Closing as feasible. As soon as the necessary information is available, but in any event within one hundred twenty (120) days after the date of Closing, the Parties shall conduct a post-Closing review to determine the accuracy of all prorations. Either party owing the other party a sum of money based on such subsequent proration(s) or the post-Closing review shall promptly pay such sum to the other party. Each party agrees to cooperate with the other to determine such post-Closing adjustments and shall make its appropriate personnel available to assist in making such adjustments; provided that the period during which the Parties shall make adjustments as set forth in this Agreement shall terminate one (1) calendar year after the Closing Date. (f) Without duplication of any amounts borne by Contributor in respect of Taxes pursuant to Section 10.4(c) or (d), Contributor shall be responsible for, shall pay and shall hold Partnership and its Affiliates harmless from and against any Taxes imposed with respect to the Property for any taxable period (or portion thereof) ending on or before the Closing Date, whether such Taxes are imposed on or payable in connection with the filing of any Tax Return, any lien or any audit or other Tax Proceeding. The obligations of Contributor pursuant to this Section 10.4(f) shall survive the Closing until ninety (90) days following items the expiration of the statute of limitations. (g) Amounts payable under the Ground Lease, the Operating Agreement and Assumed Contracts shall be prorated as of 11:59 p.m. the Proration Time. All amounts due under the terms of the Ground Lease, the Operating Agreement and the Assumed Contracts that relate to the period of time prior to the Closing Date shall be paid by Contributor. All amounts due under the Contracts that are not Assumed Contracts shall be paid by Contributor, regardless whether the same relate to the period prior to the Closing Date or thereafter. (h) Fees paid for the Licenses and Permits shall be prorated as of the Proration Time. (i) Contributor shall be responsible for all utility bills for the period ending on the last day immediately preceding prior to the Closing. The Partnership shall be responsible for all utility bills commencing on the Closing Date. The Partnership and Contributor shall prorate all bills for the period in which the Closing occurs, outside of the Closing Statement. In connection with such proration, it shall be presumed that utility charges were uniformly incurred during the billing period. (j) At the Closing, the Cash Amount will be reduced by an amount equal to all security deposits held or required to be held by Contributor under the Leases to the extent not previously applied by Contributor as provided in the applicable Lease. To the extent that any security deposit consists of a letter of credit (an “L/C”) then, at Closing, Contributor will assign its rights under any such L/C to the amounts Partnership, and at the Closing, Contributor shall request that the applicable Tenant, at the Tenant’s sole cost, have such L/C bear the name of the items Partnership as the beneficiary thereunder subsequent to be prorated the Closing (either pursuant to a transfer of such L/C which satisfies the issuing bank’s transfer requirement, or by obtaining an amendment to the L/C naming the Partnership as the beneficiary thereunder and, in the case of the foregoing, in form and substance reasonably satisfactory to the Partnership) (each, an “L/C Transfer”). If any of such L/Cs are ascertainable not assigned or assignable as of the Closing Date, they shall be prorated then Contributor, at Contributor’s sole expense, promptly after the Closing. To , shall with due diligence (without resorting to litigation) attempt to cause the extent that the amounts issuers of such L/Cs to reissue such L/Cs in favor of the items Partnership. If at any time prior to be prorated are not reasonably ascertainable as of the date when any such L/C is reissued, but after the Closing Date, they shall be adjusted as the Partnership has the right in accordance with the applicable Lease to collect the proceeds of any such L/C and desires to do so, then Contributor, promptly after receipt of the Partnership’s written request, shall present such L/C for payment and promptly deliver the proceeds thereof to the Partnership. If Contributor presents such L/C for payment, as aforesaid, then the Partnership shall indemnify Contributor, and hold Contributor harmless, from and against any and all losses, damages, costs, liabilities or expenses (including reasonable attorneys’ fees and disbursements) which Contributor incurs as a result of presenting such L/C for payment. At Closing, Contributor shall deliver to the Partnership the originals of all L/Cs (and any amendments or modifications thereof) whether or not an L/C Transfer has been consummated with respect to such L/C, actually held by Contributor. (k) At the Closing, the Cash Amount will be increased by an amount equal to the security deposit held by the Ground Lessor under the Ground Lease to the extent not previously applied by the Ground Lessor as provided in the Ground Lease. (l) Contributor will use commercially reasonable efforts to assign to the Partnership at Closing as or cause to be reissued for the amounts thereof Partnership’s benefit, all bonds of Tenants related to any mechanic’s liens, except to the extent the same are ascertainedautomatically transferred to an acquirer of the Property in accordance with their terms. (m) Contributor shall indemnify the Partnership against and hold the Partnership harmless from all claims, losses, costs, liabilities and expenses, including attorneys’ and experts’ fees and expenses to the extent arising from or attributable to the matters for which Contributor is liable pursuant to this Section 10.4. Any errors The Partnership shall indemnify Contributor against and hold Contributor harmless from all claims, losses, costs, liabilities and expenses, including attorneys’ and experts’ fees and expenses to the extent arising from or omissions in computing attributable to the prorations at matters for which the Closing shall be promptly corrected Partnership is liable pursuant to this Section 10.4. (n) The terms and provisions of this obligation Section 10.4 shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the Loan.

Prorations and Credits. (a) A. The following items listed below shall be prorated as of 11:59 p.m. of the day immediately preceding the Closing Date. To the extent that the amounts of the items to be prorated are ascertainable as of the Closing Date, they shall be prorated at the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Datedate of closing, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve six (126) months from the Closing Date. (i) Water, sewer, fire protection, protection inspection services, electric, telephone and all other utility charges. (ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. (iii) Prepaid service, maintenance and other similar items contracts with respect to the Service ContractsAgreements. (iv) Such other items of income and expenses Buyer shall receive a credit against the Purchase Price in an amount equal to the outstanding security deposit liability to which it will be subject with respect to Tenant Leases as are customarily prorated in real estate transactionsevidenced by the Rent Roll delivered by Seller at the Closing. v) a. Rents (including furniture, carport, garage and all other rental amounts payable by tenants tenant of the PropertyPremises) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date Date, any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. b. Buyer agrees to bill tenants, and to send Seller copies of all rent bills withxx x reasonable time, for all charges payable by them, and other charges due under the Tenant Leases and for which charges Buyer is entitled to payment of all or a portion thereof, and Buyer shall promptly remit to Seller Seller's share of such sums up to the Closing Date, after collection. Subject to subsection (v)a above, Buyer shall have the right, in good faith, to settle or adjust any amount of such rents or charges due from any tenant without Seller's prior consent, provided that such settlement or adjustment applies ratably to all amounts of such charges due from such tenant. c. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the Loan.

Prorations and Credits. (a) The following items 6.7.1. Real property taxes, assessments, rents, and all expenses the tenant is required to reimburse under the terms of its lease shall be prorated through Escrow between Buyer and Seller as of 11:59 p.m. Close of Escrow. Security deposits held by Seller shall be given to Buyer as a credit towards the balance of the day immediately preceding the Closing DatePurchase Price due at Close of Escrow. To the extent that the amounts of the items to be prorated are ascertainable as of the Closing DateRents, they security deposits and cam expenses shall be prorated at the Closing. To the extent that the amounts approved by Buyer prior to Close of the items to be prorated are not reasonably ascertainable as of the Closing Date, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertainedEscrow. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid delinquent rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing DateSeller. Seller shall cooperate with have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax xxxx. If, after Close of Escrow, Buyer receives any further or supplemental tax xxxx relating to provideany period prior to Close of Escrow, or Seller receives any further or supplemental tax xxxx relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such tax xxxx to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax xxxx Buyer and Seller shall deliver to the taxing authority their respective shares of such tax xxxx, prorated as of the Closing Date, for a cancellation Close of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i)Escrow. (c) 6.7.2. All transfer taxes leasing commissions earned or owing and all sales and use taxes imposed on or in connection tenant improvement costs with respect to transactions entered into prior to full execution of this transaction Agreement shall be paid by Seller, regardless and Seller shall indemnify, defend and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new Leases executed after the date of whether this Agreement shall be prorated between Buyer and Seller would otherwise be obligated under Arizona lawas their respective periods of ownership bear to the primary term of the new Lease. (d) The Security Deposits shall be transferred 6.7.3. Seller agrees to indemnify, defend and hold Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion harmless of the Purchase Price by taking title to the Property subject to the outstanding balance and from any and all liabilities, claims, demands, suits, and judgments, of any lien kind or encumbrance against nature, including court costs and reasonable attorneys' fees brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the Property, provided that (1) credit and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify, defend and hold Seller harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events first occurring subsequent to the date of closing and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. The existence of hazardous substances or contamination on the Property at the time of the Close of Escrow shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject considered an event occurring subsequent to the Loan, such election shall be conditioned on Buyer releasing Seller and date of the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the LoanClose of Escrow.

Prorations and Credits. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m. on the Closing Date, as if Buyer were vested with title to the Property during the entire day of the Closing Date: (i) all collected rents, reimbursements for property taxes and operating expenses and other sums paid under Tenant Occupancy Leases (“Rents”) (including prepaid rents); (ii) taxes and assessments (including, without limitation, personal property taxes on the Personal Property) and assessments levied against the Property (“Property Taxes”); (iii) obligations incurred under any Contracts relating to the Property other than New Lease Contracts for which obligations incurred shall be allocated between Seller and Buyer as described in paragraph 6.3(c) and other than the CalTrans Improvement Agreement for which obligations shall be allocated as described in paragraph 6.3; (iv) gas, electricity and other utility charges for which Seller is liable, if any; such charges to be apportioned on a preliminary basis at Closing on the basis of the most recent meter reading occurring prior to the Closing Date, subject to final adjustment between Buyer and Seller within thirty (30) days following receipt of utility bills for the month in which the Closing Date occurs; (v) any other operating expenses under Contracts being assumed by Buyer pursuant hereto; (vi) the Owner’s Association assessments and other items pertaining to the Property; and (vii) interest accruing under the Existing Loan. (b) Notwithstanding anything contained in the foregoing provisions: (i) at Closing, (A) Seller shall credit to the account of Buyer the amount of all security deposits held by Seller with respect to the Tenant Occupancy Leases, (B) Seller shall deliver to Buyer any letters of credit held as security under any Tenant Occupancy Leases and prior to Closing take such other actions to transfer the beneficiary’s interest thereunder to Buyer as of or immediately following the Closing, and (C) Buyer shall credit to the account of Seller all refundable cash or other deposits posted by Seller with utility companies serving the Property (which shall be assigned to Buyer). If any letters of credit as aforesaid may not be transferred at Closing, Seller shall continue to cooperate after Closing to effect such transfer; and, prior to such transfer, Seller shall hold such letters of credit for the benefit of Buyer and make draws thereon for the benefit of Buyer upon notice from Buyer that it is entitled to the proceeds thereof under the applicable Tenant Occupancy Lease. (ii) Buyer and Seller shall prorate real estate taxes and assessments for the period for which such taxes are assessed, regardless of when payable. Any taxes paid at or prior to the Closing Date shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have been determined but have not been paid before the Closing, Seller shall be charged and Buyer credited at Closing an amount equal to that portion of the taxes and assessments which relates to the period before the Closing Date, and Buyer shall pay the taxes and assessments prior to their becoming delinquent. If the actual taxes and assessments are not known at Closing, the proration shall be based upon the most recent assessed values and tax rates. To the extent that the actual taxes and assessments paid differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days of the issuance of final tax bills. Notwithstanding anything to the contrary, Seller shall be entitled to any and all tax refunds relating to the period before the Closing Date, regardless of when the refunds are received, except if and to the extent that such refunds are payable to tenants of the Property at the time such refunds are received under the terms of their respective Tenant Occupancy Leases, in which case the refundable portion of the amount received shall be paid to Buyer. Buyer shall pay any such refund received by Buyer to Seller, less amounts due to tenants as described above, within ten (10) days of receipt by Buyer or its successors in interest. Seller shall pay any supplementary taxes to the extent relating to the period prior to the Closing Date, and Buyer shall pay any supplementary taxes to the extent relating to the period on or after the Closing Date. (iii) If Seller collects non-delinquent Rents after Closing, Seller shall promptly pay the portion of such amounts attributable to the period commencing upon the Closing to Buyer. Rent that was delinquent as of 11:59 p.m. the Closing Date but collected by Seller or Buyer after the Closing Date shall be delivered as follows: (A) if received by Seller, it shall, within fifteen (15) days after the receipt thereof, deliver to Buyer the portion of any such Rent accruing on and following the Closing Date (net of Buyer’s share of Seller’s costs of collection), and (B) if received by Buyer, it shall, within fifteen (15) days after the receipt thereof, deliver to Seller the portion of any such Rent which accrued prior to the Closing Date (net of Seller’s share of Buyer’s costs of collection) with in each case the amounts of Rents consisting of Operating Expense Pass-Throughs as determined below. In either of such events, amounts collected shall first be applied to bring current rents due Buyer and then towards rents delinquent to Seller. All Rent paid under any Tenant Occupancy Leases which require payment in advance received by Seller or Buyer shall be applied first to Rents then due and payable when collected, and then to delinquent Rents, in inverse order of maturity. Seller retains the right to pursue tenants for payment of Rent delinquent as of the day immediately preceding Closing Date, but not including the right to terminate any Tenant Occupancy Lease, and Buyer agrees to cooperate with Seller at no cost to Buyer. In the event that there shall be any Rents under any Tenant Occupancy Lease which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as “Operating Expense Pass-Throughs” as described below), then any such Rents received by Buyer or its agents or Seller or its agents subsequent to the Closing Date shall, to the extent applicable to a period extending through the Closing, be prorated between Seller and Buyer as of the Closing Date, in accordance with the next subparagraph (iv). Rents payable under the Tenant Occupancy Leases shall be prorated based on the number of days Seller and Buyer each own the Property in the month in which the Closing Date occurs. (iv) Seller, as landlord under the Tenant Occupancy Leases, is currently collecting from certain tenants under the Tenant Occupancy Leases additional rent related to taxes, insurance, utilities, maintenance and other operating costs incurred by Seller in connection with the ownership, operation, maintenance and management of the Property (such expenses, collectively “Pass Through Expenses” and such collections, collectively “Operating Expense Pass-Throughs”). If Seller collects Operating Expense Pass-Throughs for the month in which Closing occurs attributable to any period after the Closing Date, Seller shall credit any such amounts to Buyer at Closing. Buyer shall pay any amounts received by Buyer as Operating Expense Pass-Throughs and attributable to the period prior to the Closing Date to Seller within fifteen (15) days following receipt; and Seller shall pay any amounts received by Seller as Operating Expense Pass-Throughs and attributable to the period from and after Closing to Buyer within fifteen (15) days following receipt. Within ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a calculation of Pass Through Expenses incurred and Operating Expense Pass-Throughs collected through the Closing Date and Seller shall pay to Buyer any overcollections of Pass-Though Expenses for the period prior to the Closing Date within fifteen (15) days after delivery to Buyer of Seller’s calculation. Either party may inspect the other’s books and records related to the Property to confirm the calculation. Either party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment. Seller shall use reasonable good faith efforts to settle all such charges for Operating Expense Pass-Throughs, and any percentage rents based on sales for 2005, with the tenants prior to the Closing Date. To the extent Operating Expense Pass-Throughs collected by Seller under Tenant Occupancy Leases exceeds Pass Through Expenses incurred during the same period, and the landlord is required to refund or credit the tenants amounts for Pass Through Expenses for calendar years 2004 and prior years and that the amounts portion of the items 2005 prior to be prorated are ascertainable as of the Closing DateDate (including those arising from tax refunds received by Seller), they Seller shall be prorated at pay to Buyer any such credits or refunds owed by Seller to such tenants; in such event, Buyer shall pay to such tenants such credits and refunds promptly, except to the Closingextent Buyer is permitted to credit such amounts against future Operating Expense Pass-Throughs under any Tenant Occupancy Lease. To the extent that Operating Expense Pass-Throughs collected by Seller under Tenant Occupancy Leases prior to the Closing Date is less than the Pass Through Expenses incurred during the period prior to Closing, after year-end reconciliations with tenants, Buyer shall pay to Seller within thirty (30) days following receipt thereof the amount of the reimbursement payments for such period received from tenants. (v) With respect to the Tenant Occupancy Leases in effect as of the Effective Date, Seller has credited against the Initial Payment the tenant improvement allowances, real estate brokers’ commissions and other costs identified in EXHIBIT Q (all of the foregoing are “New Lease Expenses”). If and to the extent that Seller pays any such New Lease Expenses prior to the Closing Date, Seller shall provide evidence of such payment to Buyer and Seller shall be credited at Closing for the amounts of so paid. Seller shall credit against the items Purchase Price any amount by which New Lease Expenses remaining to be prorated are not reasonably ascertainable paid as of the Closing Date under Tenant Occupancy Leases in effect as of the Effective Date exceeds Four Million, Forty Thousand, Eight Hundred Fifty Four Dollars ($4,040,854) (being the total amount shown in EXHIBIT Q. ) (vi) The Purchase Price shall be increased on a per diem basis at the “Daily Burn Down” as set forth in EXHIBIT Q for each day following August 1, 2005 and including the actual Closing Date, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i)delayed. (c) All transfer taxes Amounts received by Seller prior to the Closing which are specifically designated as reimbursement for costs incurred by Seller prior to the Closing Date for additional or excess tenant improvements or changes to tenant improvements under Tenant Occupancy Leases, and all sales related amounts such as administration charges, and use taxes imposed on not amounts which are base rent or reimbursements of operating expenses or property taxes, may be retained by Seller. The agreements with contractors, design professionals and suppliers under which costs are incurred by Seller in connection compliance with the terms of this transaction Agreement for such tenant improvements, changes and other costs are incurred are referred to as “New Lease Contracts”). Seller shall not enter into any New Lease Contracts from and after the Effective Date without the prior consent of Buyer, which consent shall not unreasonably be withheld prior to the end of the Investigation Period, but which may be withheld in Buyer’s sole discretion thereafter, and which consent shall be paid deemed given if not denied by notice, including the reasons therefor if such consent is requested within the Investigation Period, given by Buyer to Seller within five (5) business days after the giving of Seller, regardless ’s request for consent. Any amounts received by Seller prior to the Closing but which relate to costs for additional or excess tenant improvements or changes to tenant improvements but not incurred by Seller as of whether Seller would otherwise the Closing shall be obligated under Arizona lawcredited to Buyer. Any such amounts received by Buyer upon or following Closing Date may be retained by Buyer and shall be so accounted for in calculating prorations. (d) The Security Deposits Seller shall be transferred to Buyer or credited credit against the Purchase PricePrice Two Hundred Forty Thousand Dollars ($240,000) in lieu of constructing basement storage space and Buyer shall reimburse Seller for the Four Hundred Eighty Thousand Four Hundred Twenty One Dollars ($480,421) Seller has paid under the CalTrans Improvement Agreement, plus interest accrued thereon pursuant to such Agreement. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title shall pay or pledge to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, Existing Lender such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity funds or other agreement given security as Existing Lender shall require in order to release to Seller or its members, as appropriate, all funds and other security pledged to Existing Lender in connection with the Existing Loan. (f) The obligations under this Section 6.3 shall survive the close of Escrow and the recording of the deed conveying the Property from Seller to Buyer.

Prorations and Credits. (a) The following items shall be prorated between Seller and Purchaser as of 11:59 p.m. of the day immediately preceding 12:00 AM on the Closing Date. To the extent Date (so that the amounts of the items to Purchaser will be prorated are ascertainable debited all taxes and other expenses, and be credited with all rents, accruing as of the Closing Date) on the basis of the actual number of days elapsed over the applicable period and shall take into account the percentage of such revenues or expenses attributable to the Property: (i) All real estate taxes, they water charges, sewer rents, and assessments on the Property on the basis of the fiscal year for which assessed. If any assessments on the Property are currently paid in installments, then the installment for the current period shall be prorated at prorated, with Seller paying its share of any installments due before the Closing Date and Purchaser assuming the obligation to pay its share of any installments due after the Closing Date. (ii) All fixed and base and minimum rent and regularly scheduled items of additional rent under the Leases (including any reimbursements for taxes, property insurances and common area operating costs), percentage rent and other tenant charges if, as and when received. At Closing, Purchaser shall receive all credit balances in any tenant escrow accounts for items of additional rent. To Any debit balances in such tenant escrow accounts shall be credited to Seller when and if collected from such tenants following a reconciliations of such tenant payments and expenses for the extent that 2015 calendar year. (iii) Expenses and payments under Service Contracts assumed or required to be assumed by Purchaser under this Agreement. (iv) Utilities not payable directly by tenants, including, without limitation, electricity and gas, on the amounts basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (v) The amount of any security deposits held by tenants under the Leases and any prepaid base or minimum rent paid by any tenant under its Lease shall be credited to Purchaser, and thereafter, Purchaser shall be responsible for same. (vi) If any of the items described in this Section 8(d) hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date. (vii) Rents under the Leases which are unpaid as of the Closing Date shall not be prorated are not reasonably ascertainable as of the Closing Date, they . Purchaser shall be adjusted as promptly include all unpaid amounts in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing as Date (but Purchaser shall not be required to litigate or declare a default in any Lease). Subject to the terms of the immediately succeeding sentence, to the extent rents are collected by or on behalf of Purchaser on or after the Closing Date, such payments shall be applied first to the rents for the month in which the Closing occurs (prorated between Purchaser and Seller), second, to the rents that shall then be due and payable with respect to months after the Closing, and third, toward any rents due and payable for any period prior to the month in which the Closing occurs, with Seller's share thereof being promptly delivered to Seller by Purchaser. If percentage rents are collected by or on behalf of Purchaser on or after the Closing Date, such percentage rents shall be allocated to the period to which they relate irrespective of the provisions of the immediately preceding sentence and appropriate portions thereof shall be applied to Purchaser and Seller in proportion to the duration of such party's ownership of the Property during such period, with Seller's share thereof being promptly delivered to Seller by Purchaser. Purchaser shall provide to Seller copies of all percentage rent statements received from Tenants after the Closing for the percentage rent year in which the Closing occurs within twenty (20) days after receipt of such statement and shall pay to Seller its share of such percentage rent together with the delivery of such statement. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts thereof to Seller, which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not, following the Closing, commence legal actions or proceedings for collection of rents against any tenant while such tenant remains a tenant at the Property. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to terminate any Tenant's Lease or to evict any Tenant). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are ascertainedno longer tenants of the Property at any time following the Closing Date, Seller shall retain all rights relating to its share thereof. (viii) Seller shall pay all real estate or personal property taxes due or payable prior to Closing. Any If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing the prorations apportionments at the Closing shall be promptly corrected and the proper party reimbursed. (ix) If, after the Closing, the parties discover any errors in adjustments and apportionments, same shall be corrected as soon after their discovery as possible. The provisions of this obligation Section 8(d) shall survive the Closing hereunder for a period of twelve Closing, provided that no adjustments shall be made later than eighteen (1218) months from after the Closing Date unless prior to such date the party seeking the adjustment shall have delivered a written notice to the other specifying the nature and basis for such claim. The foregoing time limitation shall not apply to any adjustment to be made pursuant to any tax appeal or certiorari initiated by Seller prior to the Closing Date. i) Water, sewerwith any refunds or credits resulting from such appeal to be apportioned between the parties based on the relative periods of respective ownership of the Property for such tax year after first deducting the costs of such appeal or certiorari. If any refund or credit of real estate taxes or assessments or water and sewer rates, fire protectioncharges and rents shall be made after the Closing in respect of the period prior to the Closing, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility depositsSeller shall have the sole right to receive such refund or the amount of such credit. Seller shall have the sole right to receive any refund or credit, and income from cable television the exclusive right to pursue appeals, with respect to Fiscal Years 2012, 2013 and telephone providers2014 (assessments for such years Seller represents are under appeal). Any refund or credit with respect to Fiscal Year 2015 (ending June 30, vending machines 2015) shall be apportioned between Purchaser and other sources. iii) Prepaid serviceSeller based on the relative periods of ownership. Seller has filed an abatement application for Fiscal Year 2015, maintenance and other similar items Seller and Purchaser agree that Seller shall have the exclusive right to pursue an appeal with respect to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furnitureFiscal Year 2015 assessment, carportbut shall not settle such appeal without Purchaser's consent, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants which shall not be prorated at the Closingunreasonably withheld or delayed. In the event that on case of a refund, the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction amount refunded shall be paid by SellerPurchaser to Seller with in five (5) business days of Purchaser's receipt of the refund and in the case of a credit, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits the amount shall be transferred paid by Purchaser to Buyer or credited against the Purchase Price. Seller within five (e5) Buyer may elect to satisfy a portion business days of the Purchase Price by taking title to date Purchaser receives the Property subject to benefit of the outstanding balance credit. The date Purchaser receives the benefit of any lien or encumbrance the credit is the due date of the tax against which the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the Loanhas been applied.

Prorations and Credits. (a) The following items At the Closing, all rents due under the IDB Lease (if applicable) and the Boeing Lease shall be prorated through escrow as of 11:59 p.m. CST on the Closing Date (the “Proration Date”). Seller shall be charged for and credited with all prorated items up to and including the Proration Date and Purchaser shall be charged for and credited with all of same after the Proration Date. In the event any amount to be prorated is unknown at the Closing, Purchaser’s best estimate of the day immediately preceding amount therefor shall be used at the Closing, and thereafter, the Parties shall adjust such prorations within ten (10) days after receipt of notice, accompanied by copies of the statement(s) or invoice(s) therefor, from the Party receiving same. The Parties shall undertake a final accounting (and appropriate payments shall be made pursuant thereto) for all prorated items within forty-five (45) days after the Closing Date. To the extent that the amounts The provisions of the items to be prorated are ascertainable as of the Closing Date, they shall be prorated at the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Date, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall Section 12(a) survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the waterAd valorem taxes, gas maintenance fees, and electric meters at assessments with respect to the Property to for the tax year in which the Closing Date. Seller occurs and which are paid by Seller, if any, shall cooperate with Buyer to provide, be prorated as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes costs and all sales and use taxes imposed on or in connection with this transaction shall be expenses of operating the Property paid by Seller, regardless if any, shall be determined by mutual agreement of whether Seller would otherwise be obligated under Arizona lawthe Parties as of the Proration Date and paid by Seller. (d) Charges for utility service to the Property (including, without limitation, water, wastewater, telephone, gas, and electricity) are paid by The Security Deposits Boeing Company and shall not be transferred prorated. Seller shall not do anything to Buyer or credited against the Purchase Pricecause such utility service to be terminated. (e) At the Closing Buyer may elect to satisfy shall receive a portion credit of $1,200,000 for the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller HVAC Allowance and the Related Parties from all further liability Additional Amount under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the LoanBoeing Lease.

Prorations and Credits. (a) The following items All rentals (including all CAM, tax, insurance and trash charges and all percentage rentals) and all other income related to the Property shall be prorated between Seller and Buyer effective as of 11:59 p.m. on the day prior to the Closing Date (the "Proration Time") based in the case of rentals due and payable in the month in which the Closing Date occurs ("Closing Month rentals") on rentals actually collected for such month or such other period as herein provided. All rentals received by Seller prior to the Closing Date for months after the Closing Date shall be credited to Buyer at Closing. Subsequent to the Closing, Buyer shall promptly pay to Seller Seller's prorated portion of any Closing Month rentals received by Buyer subject to the provisions of this Section 5.3. Subsequent to the Closing, Seller shall also promptly pay to Buyer, Buyer's pro-rated portion of any Closing Month Rentals received by Seller. Seller shall not be entitled to off-set delinquent rentals under the Leases against Closing Month rentals received by Seller. (b) Percentage rentals under each Lease for the month in which the Closing shall occur shall be prorated and adjusted based on the percentage rent actually received and attributable to such month and the period of ownership of the day immediately preceding Property during such month, and shall be paid by Buyer to Seller within thirty (30) days after receipt. (c) Except as hereafter set forth, there will be no proration of any promotional or publicity charges or other costs and expenses paid from any promotional fund or by any merchants' association held by Seller or its managing agent on the Closing, except that Seller shall be responsible for funding, on or before the Closing, any amounts Seller is obligated to fund prior to such date pursuant to any agreements by which Seller is bound relating to the Property. On the Closing Date, Seller shall deliver to Buyer the balance of any promotional fund and all funds of any merchants' association then held by Seller, including funds derived from payments made by Tenants and funds derived from optional or mandatory contributions by Seller, or at Seller's election, Seller shall give Buyer a credit against the Purchase Price therefor. Notwithstanding the foregoing, there shall be a proration as of the Proration Time for the expenses incurred by Seller in connection with certain Billboard Contracts provided the marketing material on such billboards is solely attributable to the Property. (d) All operating expenses (including utility charges and Contract charges), relating to the Property shall be prorated between Seller and Buyer as of the Proration Time. Seller shall pay in full all invoices, bills and other obligations relating to the Property for the period prior to the Closing Date, regardless of whether the invoices, bills and evidences of other obligations are received prior to, on or after the Closing Date. To the extent that the amounts of the items to be prorated are ascertainable as of the Closing Date, they shall be prorated at the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Date, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations)practicable, utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages meters (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything those payable directly by Tenants to the contrary contained herein, (ipublic utilities) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or read no more than one business day prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate assign to Buyer all of Seller's right, title and interest in all utility security deposits and Seller shall receive a credit therefor at Closing. (e) All Deposits made by Tenants of the Property as security for rent, cleaning or any other purpose (whether identified as refundable or non-refundable) that have not been applied in accordance with the terms of the Leases shall be paid to Buyer to provide, as of the Closing Date, for together with, if applicable, the amount of interest then accrued at the interest rate payable with respect thereto in accordance with the terms of the applicable Lease. If any Deposit is in the form of a cancellation letter of electricity and other utility services in Seller's name and credit, such letter of credit shall be transferred by Seller to Buyer on the Closing Date if it is transferable, or if such letter of credit is not transferable, Seller shall use commercially reasonably efforts to cause the Tenant to deliver a continuation thereof without interruption in replacement letter of credit, or, at Buyer's name. To option, Seller and Buyer shall execute and deliver on the extent Closing Date an appropriate agreement acceptable to Buyer and Seller pursuant to which the benefits of such a timely cancellation and continuation occurs, there shall be no proration letter of utility charges as provided in Paragraph 12(a)i)credit are made available to Buyer. (cf) All transfer taxes No prorations shall be made for delinquent rentals under the Leases. Buyer shall use reasonable efforts to collect or attempt to collect such rentals for the benefit of Seller but shall not be required to spend more than nominal sums or to declare a Tenant in default to do so. Buyer agrees, for a period of three (3) months after the Closing Date, to include in its billing to Tenants, invoices for these delinquent rents prepared by Seller and all sales provided to Buyer, and use taxes imposed agrees to refer Tenants having questions as to their invoices to a designated contact person of Seller. Buyer shall not have the right to forgive the delinquent rentals. Seller shall have the right to attempt to collect delinquent rents on or after the Closing Date provided, however, in connection with this transaction no event shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona lawcommence or continue any eviction proceeding against a Tenant. (dg) The Security Deposits Except as otherwise provided in this Agreement, rents (exclusive of percentage rentals) collected after the Closing Date by Buyer shall be transferred applied on a Tenant-by-Tenant basis first to current rents then due and owing, second to rents past due after the Closing Date, and third to rents past due prior to the Closing Date. Subject to the terms of the immediately preceding sentence, Buyer or credited against shall promptly pay to Seller any rents collected by Buyer as payment of rents past due prior to the Purchase PriceClosing Date. (eh) Seller shall deliver to Buyer may elect to satisfy a portion of the Purchase Price by taking title in cash at Closing an amount equal to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller Assumed Tenant Improvement Costs and the Related Parties from Leasing Commissions Being Assumed or Buyer shall receive a credit for such amount. (i) At Closing, Seller shall deposit with Buyer or allow as a credit, an amount equal to all further liability 2002 CAM, tax, trash and insurance (collectively, "Tenant Credits") reconciliations and/or any other credits due Tenants under the Loan, including all liability under any warranty, guaranty, indemnity Leases and not previously paid or other agreement given in connection with the Loancredited to Tenants.

Prorations and Credits. (a) The following items Purchase Price shall be prorated (i) increased by an amount equal to the amount of Cash on Hand, as such term is defined below (to be verified by procedures set forth in Section 1.10, below) and as otherwise provided in Section 1.10 of 11:59 p.m. this Agreement; and (ii) decreased by an amount equal to the amount of total Liabilities of Company and LLLP associated with Uncashed Tickets and Pre-Closing Checks, as provided in Section 1.09 and Section 1.10 of this Agreement. The Purchase Price shall also be adjusted (upwards or downwards) as a result of the day immediately preceding following prorations and credits relating to the Closing Date. To Assets, the extent that Excluded Liabilities and the amounts ownership and operation of the items to be prorated are ascertainable Business as of the Closing DateDate and reflected in the Operations Settlement Statement as though the transaction under this Agreement constituted the purchase and sale of Assets and not the purchase and sale of the Shares and the Partners’ Partnership Interests, they with Shareholders and Partners jointly and severally liable to Company, LLLP and the Purchaser Parties for their Pro Rata Liability of such items to the extent such items relate to any time period on or prior to the Closing Date or are Excluded Liabilities, and Company or LLLP, as applicable, being liable to the extent such items relate to periods subsequent to the Closing Date or are Included Liabilities: (a) Real estate taxes on or with respect to the Assets; (b) Rents, additional rents, taxes and other items payable by Company under the Operating Agreements; (c) The amount of rents, taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to any Real Property Leases; (d) All other Taxes (except for Income Taxes and Transfer Taxes) on or with respect to the Assets; (e) All prepaid expenses of Company and LLLP existing on the Closing Date (the “Prepaid Expenses”); (f) All prepaid deposits of Company and LLLP in connection with the Business existing on the Closing Date listed on Schedule 1.01(b)(x) of the Company Disclosure Schedule (the “Prepaid Deposits”); (g) All accrued expenses under the Operating Agreements; (h) All payments made by Company or LLLP to the County prior to the Closing Date pursuant to the terms of the County Agreement (“County Payments”) that have not been reimbursed to Company or LLLP by the County on or prior to the Closing Date (“Unreimbursed Payments”) shall be prorated at a credit to Shareholders and Partners in accordance with their Allocable Portion of such payment despite such payment relating to a period prior to the Closing. To the extent that the amounts of the items Closing Date; provided that, if subsequent to be prorated are not reasonably ascertainable as of the Closing Date, they shall Company or LLLP is reimbursed by the County for any such payments, such reimbursed amounts will, at Purchaser’s option, be adjusted retained as promptly after an asset of the acquired Company or LLLP, as applicable, or remitted to Purchaser; (i) All credits that Company or LLLP have received pursuant to the terms of the County Agreement on or prior to the Closing Date (“County Credits”) shall retained as an Asset of the amounts thereof are ascertained. Any errors Company or omissions in computing LLLP, as applicable, and shall not pro-rated hereunder; (j) Subject to Section 4.06, to the prorations at extent (if any) that Company makes payments under the terms of Approved Gaming Contracts prior to the Closing, the aggregate amount of such payments; (k) The amount of any and all Indebtedness of Company or LLLP that constitutes Excluded Liabilities that have not otherwise been fully paid and satisfied prior to the Closing shall be promptly corrected applied against the Purchase Price to reduce the amount of the Purchase Price payable hereunder; and (l) All other items normally pro rated or adjusted in connection with similar transactions. Prior to the Closing, the Seller Parties shall (or shall cause Company and this obligation LLLP to) request and deliver to the Company and/or LLLP, as applicable, payoff and estoppel letters from the holders of any Indebtedness of Company and/or LLLP, which letters will be delivered by the Company or LLLP, applicable, to the Purchaser and shall survive contain payoff amounts, per diem interest, wire transfer instructions and an agreement to deliver to Company and/or LLLP, upon full payment or release of any such Indebtedness, UCC-3 termination statements, satisfactions of mortgage or other appropriate releases and any original promissory notes or other evidences of Indebtedness marked canceled. Except as otherwise agreed by the Closing hereunder for a period parties, the net amount of twelve all such prorations and credits will be settled and paid by Shareholders and Partners, on the one hand, or Purchaser (12) months from or at Purchaser’s option, Company or LLLP, as applicable), on the other hand, as applicable, on the Closing Date. i, and: (x) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to if the Service Contracts. iv) Such other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) tax xxxx for the month year of Closing this Agreement has not yet been issued then the proration shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that based on the Closing Date any tenant is in arrears in the payment of rent for the month of the Closing and/or any months prior theretoyear’s taxes, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid upon receipt of the 2006 tax xxxx, each party agrees with the other to Seller for application to rents in arrears unless re-prorate and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) pay said real estate taxes shall within fifteen (15) days of receipt of said tax xxxx using the November four percent (4%) discount amount; (y) all taxes and real estate assessments will be prorated as of 12:01 A.M. on the Closing Date on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determineda 365-day year. If, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation the current real property tax xxxx with respect to the Business or the Assets is not available, the amount of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To real property taxes will be apportioned based on the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred current year’s millage applied to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title allocated to the Property subject Real Property. If the current year’s millage is not fixed, taxes will be apportioned in the same manner based upon the prior year’s millage. Any apportionment of taxes based upon any figures other than a final tax xxxx will, at the request of either Shareholder Representative (on behalf of each Shareholder and Partner), on the one hand, or Purchaser, on the other hand, be subsequently reapportioned based upon receipt of the final tax xxxx for the current year; and (z) if any of the prorations cannot be calculated accurately on the Closing Date, then the same will be calculated within sixty (60) days after the Closing Date and either party owing the other party a sum of money based on such subsequent prorations will promptly pay such sum to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the Loanparty.

Prorations and Credits. At the Closing, prorations and credits between the applicable Seller, on the one hand, and Buyer, on the other hand, shall be made for each Property as follows: (a) The following items All general ad valorem taxes, special assessments and other taxes or charges of a similar nature imposed by any Governmental Authority, or by any applicable property owners association, utility district or any other body (collectively, the “Impositions”) against the Properties for all prior years and all current year Impositions that are due and payable on or before the Closing Date shall be prorated as of 11:59 p.m. have been paid by or on behalf of the day immediately preceding applicable Seller on or before the Closing Date, subject to proration as follows: Buyer shall be responsible for the payment to each applicable Seller of the amount of Impositions that relate to the period after the Proration Date (and the Sellers shall be responsible for the payment of such Impositions relating to the period prior to and including the Proration Date). To the extent that Impositions for Properties for the current year have accrued but are not yet due and payable, such amounts of the items to shall be prorated are ascertainable as of paid by Buyer following the Closing Date, they and Buyer shall receive a credit against the Purchase Price for the amount thereof that is attributable to the period prior to and including the Proration Date, such proration to be based on the most recent available xxxx for such Impositions, as adjusted by any known changes relating to the period during which the Closing occurs, and shall be prorated at subject to true-up pursuant to Section 5.5(k). Notwithstanding the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Dateforegoing, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to each CLP Leased Property, to the Service Contracts. iv) Such extent the Tenant under the Tenant Lease for such CLP Leased Property is responsible for paying an Imposition with respect to such CLP Leased Property directly to the Governmental Authority or applicable owners association, utility district or any other items of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniturebody, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants such Imposition shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent subject to proration under this Section 5.5. (b) All charges for gas, electricity, water, telephone, sewer and other utilities for the month of the Closing and/or any months prior thereto, Buyer shall hold any rents (net of the reasonable costs of collection) collected after the Closing Date from such tenant in trust for the benefit of Seller, and shall promptly remit such rents (net of reasonable costs of collection) to Seller for application in reduction of such arrearage; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes Properties shall be prorated on the basis of the latest valuations most recent xxxx for such utilities; Sellers shall request that the companies and mill levies and shall be subject municipalities furnishing utility services to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien Properties make termination readings on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as morning of the Closing Date, or on a date as soon thereafter as practicable, and submit final statements for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's nameservices, which shall be reconciled pursuant hereto. To Notwithstanding the foregoing, with respect to each CLP Leased Property, to the extent the Tenant under the Tenant Lease for such a timely cancellation and continuation occurs, there shall be no proration of CLP Leased Property is responsible to pay such utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred respect to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title such CLP Leased Property directly to the Property subject to the outstanding balance of any lien or encumbrance against the Propertyutility provider, provided that (1) credit such items shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity prorations or other agreement given in connection with the Loanobligations under this Section 5.5.

Prorations and Credits. (a) The following shall be apportioned with respect to the Property as of 12:01 a.m. on the Closing Date, as if Buyer were vested with title to the Property during the entire day of the Closing Date: (i) all collected rents, reimbursements for property taxes and operating expenses and other sums paid under Tenant Occupancy Leases (“Rents”) (including prepaid rents); (ii) taxes and assessments (including, without limitation, personal property taxes on the Personal Property) and assessments levied against the Property (“Property Taxes”); (iii) obligations incurred under any Contracts relating to the Property other than New Lease Contracts for which obligations incurred shall be allocated between Seller and Buyer as described in paragraph 6.3(c) and other than the CalTrans Improvement Agreement for which obligations shall be allocated as described in paragraph 6.3; (iv) gas, electricity and other utility charges for which Seller is liable, if any; such charges to be apportioned on a preliminary basis at Closing on the basis of the most recent meter reading occurring prior to the Closing Date, subject to final adjustment between Buyer and Seller within thirty (30) days following receipt of utility bills for the month in which the Closing Date occurs; (v) any other operating expenses under Contracts being assumed by Buyer pursuant hereto; (vi) the Owner’s Association assessments and other items pertaining to the Property; and (vii) interest accruing under the Existing Loan. (b) Notwithstanding anything contained in the foregoing provisions: (i) at Closing, (A) Seller shall credit to the account of Buyer the amount of all security deposits held by Seller with respect to the Tenant Occupancy Leases, (B) Seller shall deliver to Buyer any letters of credit held as security under any Tenant Occupancy Leases and prior to Closing take such other actions to transfer the beneficiary’s interest thereunder to Buyer as of or immediately following the Closing, and (C) Buyer shall credit to the account of Seller all refundable cash or other deposits posted by Seller with utility companies serving the Property (which shall be assigned to Buyer). If any letters of credit as aforesaid may not be transferred at Closing, Seller shall continue to cooperate after Closing to effect such transfer; and, prior to such transfer, Seller shall hold such letters of credit for the benefit of Buyer and make draws thereon for the benefit of Buyer upon notice from Buyer that it is entitled to the proceeds thereof under the applicable Tenant Occupancy Lease. (ii) Buyer and Seller shall prorate real estate taxes and assessments for the period for which such taxes are assessed, regardless of when payable. Any taxes paid at or prior to the Closing Date shall be prorated as of 11:59 p.m. based upon the amounts actually paid. If taxes and assessments for the current year have been determined but have not been paid before the Closing, Seller shall be charged and Buyer credited at Closing an amount equal to that portion of the day immediately preceding taxes and assessments which relates to the period before the Closing Date, and Buyer shall pay the taxes and assessments prior to their becoming delinquent. If the actual taxes and assessments are not known at Closing, the proration shall be based upon the most recent assessed values and tax rates. To the extent that the amounts actual taxes and assessments paid differ from the amount apportioned at Closing, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days of the items issuance of final tax bills. Notwithstanding anything to the contrary, Seller shall be prorated are ascertainable as of entitled to any and all tax refunds relating to the period before the Closing Date, they shall be prorated at regardless of when the Closing. To refunds are received, except if and to the extent that the amounts such refunds are payable to tenants of the items Property at the time such refunds are received under the terms of their respective Tenant Occupancy Leases, in which case the refundable portion of the amount received shall be paid to be prorated are not reasonably ascertainable Buyer. Buyer shall pay any such refund received by Buyer to Seller, less amounts due to tenants as described above, within ten (10) days of receipt by Buyer or its successors in interest. Seller shall pay any supplementary taxes to the extent relating to the period prior to the Closing Date, they and Buyer shall be adjusted as promptly pay any supplementary taxes to the extent relating to the period on or after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone and all other utility charges. ii) Prepaid rents (including tax and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid serviceIf Seller collects non-delinquent Rents after Closing, maintenance and other similar items with respect Seller shall promptly pay the portion of such amounts attributable to the Service Contracts. iv) Such other items period commencing upon the Closing to Buyer. Rent that was delinquent as of income and expenses as are customarily prorated in real estate transactions. v) Rents (including furniture, carport, garage and all other rental amounts payable by tenants of the Property) for the month of Closing shall be prorated. Unpaid rents from tenants shall not be prorated at the Closing. In the event that on the Closing Date any tenant is in arrears in the payment of rent for the month of but collected by Seller or Buyer after the Closing and/or Date shall be delivered as follows: (A) if received by Seller, it shall, within fifteen (15) days after the receipt thereof, deliver to Buyer the portion of any months prior thereto, Buyer shall hold any rents such Rent accruing on and following the Closing Date (net of Buyer’s share of Seller’s costs of collection), and (B) if received by Buyer, it shall, within fifteen (15) days after the reasonable receipt thereof, deliver to Seller the portion of any such Rent which accrued prior to the Closing Date (net of Seller’s share of Buyer’s costs of collection) collected after with in each case the Closing Date from such tenant in trust for the benefit amounts of Seller, and shall promptly remit such rents (net Rents consisting of reasonable costs of collection) to Seller for application in reduction Operating Expense Pass-Throughs as determined below. In either of such arrearage; providedevents, however, that no sums amounts collected shall first be applied to bring current rents due Buyer and then towards rents delinquent to Seller. All Rent paid under any Tenant Occupancy Leases which require payment in advance received by Seller or Buyer shall be so held or paid applied first to Seller for application to rents in arrears unless Rents then due and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determinedpayable when collected, and (ii) Seller shall pay then to delinquent Rents, in full at or prior to Closing any installments inverse order of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Datematurity. Seller shall cooperate with Buyer retains the right to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the Loan.pursue tenants for

Prorations and Credits. The Purchase Price shall reflect the satisfaction of the Loan and shall be adjusted to reflect (a) The following items shall be prorated as proration of 11:59 p.m. of the day immediately preceding the Closing Date. To the extent that the amounts of the items to be prorated are ascertainable as of the Closing Date, they shall be prorated at the Closing. To the extent that the amounts of the items to be prorated are not reasonably ascertainable as of the Closing Date, they shall be adjusted as promptly after the Closing as the amounts thereof are ascertained. Any errors or omissions in computing the prorations at the Closing shall be promptly corrected and this obligation shall survive the Closing hereunder for a period of twelve (12) months from the Closing Date. i) Water, sewer, fire protection, inspection services, electric, telephone any and all other utility charges. ii) Prepaid rents (including tax reserves, credits, receivables, payables and similar participations), utility deposits, and income from cable television and telephone providers, vending machines and other sources. iii) Prepaid service, maintenance and other similar items with respect to the Service Contracts. iv) Such other items of income and expenses relating to the Interests and/or the Properties, (b) any preferential distributions, including a “promote”, due to the Buyers or their affiliates pursuant to the Limited Liability Company Agreement of Portfolio Holdings, as are customarily prorated in real estate transactions. vmay be amended or restated from time to time (the “Portfolio Holdings LLC Agreement”) Rents and/or the Limited Liability Company Agreement of Defeasance Pool Holdings, as may be amended or restated from time to time (including furniturethe “Defeasance Holdings LLC Agreement”, carportand together with the Portfolio Holdings LLC Agreement, garage the “LLC Agreements”, and all each, an “LLC Agreement”), (c) the Limited Loan Payoff Expenses (as defined below), which shall, subject to the definition thereof, be allocated 50% to Seller and 50% to Buyers, (d) the Release Credit shall be credited to Buyers, and (e) such other rental amounts payable by tenants of items as may be agreed between the Property) Parties (and, for the month sake of Closing clarity, except as set forth in this sentence, there shall be proratedno other adjustments to the Purchase Price for Transfer Taxes or for other sale transaction expenses, whether or not incurred and whether or not customary, such as brokerage fees, contingent reserves, legal fees or similar sales expenses). Unpaid rents from tenants The aforesaid prorations and adjustments shall not be prorated at made as of 11:59 p.m. on the Closing. In the event that on Business Day immediately preceding the Closing Date (the “Proration Date”), taking into account income and expenses through and including the Proration Date. The prorations and adjustments shall be based on the Parties’ then best estimate of such amounts taking into account all then available information. At least ten (10) days prior to Closing, Buyers shall provide Seller their good faith determination of the Purchase Price as adjusted as set forth herein together with all supporting calculations and any tenant is in arrears in supporting invoices or other information reasonably necessary for Seller to make an informed decision relating to the payment of rent for the month preparation of the Closing and/or any months prior thereto, Buyer shall hold any rents (net Statement and the estimate of the reasonable costs adjusted Purchase Price reflected therein, together with such other information as Seller may reasonably request. Subject to the foregoing, Seller shall review and work cooperatively with Buyers (and Buyers agree to work cooperatively with Seller) to mutually reach agreement on such determination promptly and prior to Closing, such agreement by either party not to be unreasonably withheld or delayed. All adjustments will be done as of collection) collected after the Closing Proration Date from such tenant in trust and, for the benefit avoidance of Sellerdoubt, Buyers shall be entitled to all income and shall promptly remit such rents obligated for all expenses of the Companies first accruing as of the date immediately following the Proration Date. “Business Day” means any day except (net i) a Saturday, (ii) a Sunday or (iii) any other day on which commercial banks are required or authorized by law to be closed in the State of reasonable New York. “Limited Loan Payoff Expenses” means the sum of (1) only the costs and expenses charged by the holder or servicer of collection) the Loan in connection with the preparation and recordation of any satisfactions documents required to Seller for application in reduction of such arrearageeffectuate the Loan Payoff and other similar charges; provided, however, that no sums received by Buyer shall be so held or paid to Seller for application to rents in arrears unless and until such rent and other charges due for the periods subsequent to the Closing shall have been received and retained by Buyer. Buyer agrees to use reasonable efforts to collect rent arrearages due Seller from tenants, provided extent that Buyer shall not be obligated to commence any litigation against such tenants, incur any expense in collecting such arrearages (other than the expense of routine billing) or terminate a Tenant Lease. vi) Real estate taxes, special assessments and assessments under the Declaration. Notwithstanding anything to the contrary contained herein, (i) real estate taxes shall be prorated on the basis of the latest valuations and mill levies and shall be subject to readjustment as soon as the actual valuation and mill levies for the year during which Closing takes place are conclusively determined, and (ii) Seller shall pay in full at or prior to Closing any installments of special assessments which may be a lien on the Property and that are due prior to Closing. (b) Seller shall furnish readings of the water, gas and electric meters at the Property to the Closing Date. Seller shall cooperate with Buyer to provide, as of the Closing Date, for a cancellation of electricity and other utility services in Seller's name and a continuation thereof without interruption in Buyer's name. To the extent such a timely cancellation and continuation occurs, there shall be no proration of utility charges as provided in Paragraph 12(a)i). (c) All transfer taxes and all sales and use taxes imposed on or in connection with this transaction shall be paid by Seller, regardless of whether Seller would otherwise be obligated under Arizona law. (d) The Security Deposits shall be transferred to Buyer or credited against the Purchase Price. (e) Buyer may elect to satisfy a portion of the Purchase Price by taking title to the Property subject to the outstanding balance of any lien or encumbrance against the Property, provided that (1) credit shall not be allowed for any liens that are bonded over by Seller, and (2) if Buyer elects to take title subject to the Loan, such election shall be conditioned on Buyer releasing Seller and the Related Parties from all further liability under the Loan, including all liability under any warranty, guaranty, indemnity or other agreement given in connection with the LoanLoan Payoff any portion of the Loan or any security instrument in connection therewith is assigned to a new lender rather than satisfied, Seller shall not be responsible for any portion of any costs or expenses incurred in connection with the Loan Payoff other than pursuant to clause (2); plus (2) interest at the non-default rate payable pursuant to the Loan Agreement in connection with a Loan Payoff occurring on a Payment Date (as defined in the Loan Agreement) (i.e. standard interest from the 9th through the 14th of the calendar month in which Closing occurs); provided, however, if the Closing occurs on any date other than a Payment Date, the allocation of amounts chargeable to Seller pursuant to clause (2) shall be calculated as if the Closing occurred on the immediately preceding Payment Date. By way of example with respect to the foregoing clause (2): If the Closing occurs on June 9, 2014, the interest chargeable on the Loan through June 14, 2014 shall each be allocated 50% to Seller and 50% to Buyers. If the Closing occurs on June 12, 2014, the interest chargeable on the Loan through June 14, 2014 shall each be allocated 50% to Seller and 50% to Buyers and the interest chargeable on the Loan from June 15, 2014 through July 14, 2014 shall be allocated 100% to Buyers.