Common use of Prorations; Closing Costs Clause in Contracts

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser Purchaser’s financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any other loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Notwithstanding the foregoing, Purchaser shall pay the Seller’s share of the foregoing costs to the extent applicable to a Purchase Price greater than $5,000,000. Each party shall pay its own attorneys’ fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxxbill, or service contract relating to the Property shall be prorated between Seller and Purchaser Buyer as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leasestenants. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser Buyer as of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser Buyer (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser Buyer agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses' fees) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaserrent. If any rent or other payments under the Leases are are, in arrears as of the Closing Date (“"Delinquent Rents”"), the amount of any such Delinquent Rents which are collected by Purchaser Buyer shall be promptly paid by Purchaser Buyer to Seller after Closing. Purchaser Buyer shall be entitled to deduct from any such payment (i) Purchaser’s Buyer's reasonable costs of collection incurred with respect to such Delinquent Rents tenant (including attorneys’ ' fees), (ii) rents due for the month in which such payment is received by PurchaserBuyer, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser Buyer agrees to include in its normal invoicing use commercially reasonable efforts to collect Delinquent Rents after the Closing provided Buyer shall not be required to bring any action or proceeding against any Tenant on account of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes attributable to the Property due and payable in respect of the Property calendar year in which the Closing occurs (i.e., 1997 real estate taxes due October 1, 1997 and delinquent February 1, 1998) shall be prorated as of the Closing Date; provided, provided Seller shall be entitled to recover any reimbursements from the tenants Tenants on account of such taxes for the period prior to Closing, and Purchaser Buyer shall immediately remit to Seller any such reimbursements received by Purchaser Buyer upon receipt thereof. Any real estate taxes (exclusive of tenant payment thereof) due and payable for in any periods subsequent calendar year which is (i) prior to the calendar year in which Closing occurs (including 1996 real estate taxes due October 1, 1996 and delinquent February 1, 1997) shall be the obligation of Purchaser Seller and Seller shall pay all such taxes, including any real estate taxes due and payable for any periods interest or penalty thereon, prior to Closing, and (ii) subsequent to the calendar year in which the Date of Closing occurs shall be the obligation of SellerBuyer. If Closing shall occur before the actual real estate taxes for the year of Closing (i.e., 1997 taxes) are known, the apportionment of real estate taxes shall be upon the basis of the real estate taxes for the Property for the immediately preceding year, provided Purchaser that if the taxes for the current year are thereafter determined to be more or less than the real estate taxes for the preceding year (after any appeal in assessed valuation thereof is concluded), Seller and Buyer promptly shall cooperate with adjust the proration of such real estate taxes and Seller or Buyer, as the case may be, shall pay to obtain the other any reimbursement from any tenant in respect amount required as a result of any such taxesadjustment. Seller and Purchaser Buyer agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the tax year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to the tenants under the Leases) shall be prorated between Seller and Purchaser Buyer based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser Buyer shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; Deeds, the cost of any endorsements (other than Seller Endorsements) and or special or extended coverages of any nature in connection with the Title Policy; Policy (including without limitation any recording fees with respect to the recordation amendment of the documents relating survey exception to any Purchaser financing; "shortages in area only"), one-half (1/2l/2) of any escrow fees and closing fees charged by Escrow Holder; to the Title Company, any surveys or updates prepared by or at the direction of Purchaser; Buyer, any lender's title insurance coverage, and any mortgage taxes payable on or other similar taxes, fees or assessments, and pay any sales tax in connection with the transfer of the Personal Property; and any lender’s title insurance coverage on account of any loan obtained by Purchaser. Purchaser Buyer shall pay for all costs relating to any financing obtained by Purchaser Buyer in connection with its purchase of the Property, including any Property and all costs incurred by Purchaser Buyer in performing any related tests and investigations. Seller shall pay the base premium for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements Title Policy (but not without the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; coverages) one-half (1/2) of any all escrow fees and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; the Title Company, and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser Buyer to the extent Seller elects to cure the same, as fully described in said Section 3.23.3. Each party shall pay its own attorneys’ attorney's fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and are not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any Any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. ; provided, however, before any such payment to Seller, Purchaser shall be entitled to deduct and retain from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Any Delinquent Rents which are received by Seller after the Closing shall be paid entirely to Purchaser to be disbursed or retained by Purchaser as provided above. Purchaser agrees to include in its normal invoicing use commercially reasonable efforts to collect Delinquent Rents after the Closing provided Purchaser shall not be required to bring any action or proceeding against any tenant on account of tenants an appropriate statement seeking collection of any Delinquent Rents. Purchaser’s obligations hereunder with respect to the collection and payment of Delinquent Rents shall survive the Closing. Seller may make reasonable efforts to collect Delinquent Rents from and other than those amount attributable to any period after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. Notwithstanding anything herein to the contrary, Seller shall be entitled to a credit, without deduction or offset, for all unpaid rents, reimbursements and other payments (including Delinquent Rentals) due from Mercury Insurance Services, LLC, as tenant under its Lease for the period prior to Closing. If Mercury Insurance Services, LLC, has paid prior to Closing any rent or other sums attributable to any period following the Closing Date, Purchaser will be entitled to a credit for such amounts. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer stamp tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any other loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer stamp tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents and other payments due for the month in which such payment is received by Purchaser, and (iii) rents and other payments from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser financing; one-one- half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxxbxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants use commercially reasonable efforts to collect Delinquent Rents after the Closing, including enclosing an appropriate statement seeking collection of any Delinquent Rents in its normal invoicing, provided Purchaser shall not be required to bring any action or proceeding against any tenant on account of Delinquent Rents. Purchaser’s obligations hereunder with respect to the collection and payment of Delinquent Rents shall survive the Closing. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax)Deed; the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees documentary stamp tax with respect to the recordation of the documents relating to any Purchaser financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any other loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the any documentary transfer stamp tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees documentary transfer tax with respect to the recordation of the documents relating to any Purchaser Purchaser’s financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any other loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leasestenants. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each the tenant under the LeasesLease, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any security deposits required under the Lease or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants the tenant under the Leases Lease net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses' fees) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases Lease are in arrears as of the Closing Date (“"Delinquent Rents”"), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s 's reasonable costs of collection incurred with respect to such Delinquent Rents tenant (including attorneys’ ' fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing use commercially reasonable efforts to collect Delinquent Rents after the Closing provided Purchaser shall not be required to bring any action or proceeding against any tenant on account of tenants an appropriate statement seeking collection of any Delinquent Rents. Purchaser's obligations hereunder with respect to the collection and payment of Delinquent Rents shall survive the Closing. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of attributable to the Property for the fiscal year beginning July 1, 1996 and ending June 30, 1997 shall be prorated as of the Closing Date; provided, provided Seller shall be entitled to recover any reimbursements from the tenants tenant on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing fiscal year ending June 30, 1997 shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing fiscal year beginning July 1, 1996 shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the fiscal year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants the tenant under the LeasesLease) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; Deed, the cost of any endorsements (other than Seller Endorsements) and Purchaser Endorsements or special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to Policy and shall pay the recordation of difference in price between a standard coverage title policy and the documents relating to any Purchaser financing; extended coverage title policy being received, one-half (1/2) of any escrow fees and closing fees charged by Escrow Holder; to the Title Company, any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; , and any lender’s 's title insurance coverage on account of for any loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any Property and all costs incurred by Purchaser in performing any related tests and investigations. Seller shall pay the base premium for the premium for Title Policy equal to a standard coverage title policy in the amount of the Purchase Price; the cost of and the Seller Endorsements (but not without the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; , one-half (1/2) of any all escrow fees and closing fees charged by Escrow Holder; the Title Company, any documentary transfer tax, any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; , and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in said Section 3.2. Each party shall pay its own attorneys’ attorney's fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax)Deed; the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees documentary stamp tax with respect to the recordation of the Deed and documents relating to any Purchaser Purchaser’s financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any other loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees.

Prorations; Closing Costs. Seller shall pay any transfer taxes assessed by the County of Santa Xxxxx. Seller and Purchaser shall each pay fifty percent (a50%) The parties of any transfer taxes assessed by the City of San Xxxx. Any other transfer, documentary, sales, use, registration, value-added and real estate transfer taxes and any similar taxes, recording fees, and related fees incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall endeavor to cause be prorated in accordance with county custom. Notwithstanding the utility preceding sentences, any real estate taxes and service providers of Seller to open new accounts with Purchaser effective assessments or other municipal charges due and payable as of the Closing Date. If that cannot shall be accomplishedpaid in full at Closing by Seller, the amount due on any gasand all other such real estate taxes, electricassessments, watermunicipal charges, sewer, or other utility xxxx, or service contract relating recurring expenses normal to the Property shall be prorated between Seller operation and Purchaser as maintenance of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller Property and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made payable by Seller shall be and remain as the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any)Lease, and expense reimbursements, shall be prorated other items customarily adjusted between Seller buyers and Purchaser as sellers in the vicinity of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated taxProperty, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing DateClosing; provided, however, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes solely responsible for the payment of all (a) water, sewer and utility charges and other recurring expenses which are payable by Seller as the tenant under the Leases and (b) all supplemental taxes levied, assessed or otherwise accrued which are applicable to any period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods time prior to the Closing shall be Date. If the obligation of Sellertax figures used for the closing adjustments are based on estimated figures, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser the parties agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and make any ongoing or future proceedings relating to necessary adjustments between themselves when the actual figures for the year in which the of Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated are known. All agreements between Seller and Purchaser based on set forth in this Agreement relating to the proration and payment of any items set forth in this Section 6 and any subsequent adjustment of amounts for such items following the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive the Closing and shall not be merged merge therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the PropertyExcept as is otherwise provided herein, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each each party shall pay its own attorneys’ fees, and all other closing costs shall be allocated as is customary in the vicinity of the Property. Seller shall pay 50% of all escrow costs and 100% of the title insurance premiums for an owner’s standard form California Land Title Association title insurance policy, issued by the Title Company in the amount of the Purchase Price. Purchaser shall pay 50% of all escrow costs and 100% of the costs of (i) any endorsements to such title insurance policy (excluding those endorsements, if any, required by the Title Company to be obtained in order to cause the removal from title of the Title Objections which Seller has agreed to remove in accordance with the provisions of Section 3.c above, the cost of which shall be paid by Seller) and/or any additional costs for an ALTA form policy, and (ii) the Title Report, the Survey, and any due diligence performed by or at the request of Purchaser.

Prorations; Closing Costs. (a) The parties Any transfer, documentary, sales, use, registration, value-added and real estate transfer taxes and any similar taxes, recording fees, and related fees incurred in connection with this Agreement and the transactions contemplated hereby and thereby shall endeavor to cause be prorated in accordance with county custom. Notwithstanding the utility preceding sentences, any real estate taxes and service providers of Seller to open new accounts with Purchaser effective assessments or other municipal charges due and payable as of the Closing Date. If that cannot shall be accomplishedpaid in full at Closing by Seller, the amount due on any gasand all other such real estate taxes, electricassessments, watermunicipal charges, sewer, or other utility xxxx, or service contract relating recurring expenses normal to the Property shall be prorated between Seller operation and Purchaser as maintenance of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller Property and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made payable by Seller shall be and remain as the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any)Lease, and expense reimbursements, shall be prorated other items customarily adjusted between Seller buyers and Purchaser as sellers in the vicinity of the Closing Date. The balance remaining from any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated taxProperty, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property shall be prorated as of the Closing DateClosing; provided, however, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes solely responsible for the payment of all (a) water, sewer and utility charges and other recurring expenses which are payable by Seller as the tenant under the Leases and (b) all supplemental taxes levied, assessed or otherwise accrued which are applicable to any period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods time prior to the Closing shall be Date. If the obligation of Sellertax figures used for the closing adjustments are based on estimated figures, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser the parties agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and make any ongoing or future proceedings relating to necessary adjustments between themselves when the actual figures for the year in which the of Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated are known. All agreements between Seller and Purchaser based on set forth in this Agreement relating to the proration and payment of any items set forth in this Section 6 and any subsequent adjustment of amounts for such items following the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive the Closing and shall not be merged merge therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the PropertyExcept as is otherwise provided herein, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each each party shall pay its own attorneys’ fees, and all other closing costs shall be allocated as is customary in the vicinity of the Property. Seller shall pay 50% of all escrow costs and 100% of the title insurance premiums for an owner’s standard form Texas Land Title Association title insurance policy, issued by the Title Company in the amount of the Purchase Price. Purchaser shall pay 50% of all escrow costs and 100% of the costs of (i) any endorsements to such title insurance policy (excluding those endorsements, if any, required by the Title Company to be obtained in order to cause the removal from title of the Title Objections which Seller has agreed to remove in accordance with the provisions of Section 3.c above, the cost of which shall be paid by Seller) and/or any additional costs for an ALTA form policy (if available), and (ii) the Title Report, the Survey, and any due diligence performed by or at the request of Purchaser.

Prorations; Closing Costs. A. All general state, county and city taxes and installments of special assessments (a) The parties shall endeavor to cause collectively, “Taxes”), levied or assessed against the utility Property will be paid by Seller if due and service providers of Seller to open new accounts with Purchaser effective as of payable on or before the Closing Date. If Date and will be paid by Buyer if due and payable thereafter; PROVIDED, HOWEVER, that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to Taxes for the Property shall tax fiscal period in which the Closing Date occurs (the “Proration Period”) will be prorated between Seller and Purchaser Buyer on and as of the Closing Date, and Seller will bear only that proportion of such Taxes which the number of days in the Proration Period to and including the Closing Date bears to the extent such utilities or service contracts are total number of days in the obligation Proration Period. If the amount of Taxes for the Seller and Proration Period cannot a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser determined as of the Closing Date. The balance remaining from any security deposits or prepaid rent under , such proration will be based on the Leases held by Seller Taxes for the immediately preceding tax fiscal period and there shall be credited no post-closing adjustment. Buyer expressly acknowledges and agrees that any and all special assessments to Purchaser (including which the balance of estimated taxProperty is subject which are payable in installments will continue to be paid in installments, insurance and common area maintenance payments made Seller will be obligated to Seller by tenants under pay only those installments which are due and payable on or before the Leases net of any payments by Seller thereon). Purchaser Closing Date, and Buyer assumes and agrees to indemnify pay all installments thereof and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or all other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents Taxes which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and payable after the Closing Date, subject to the foregoing provisions for proration of the Taxes for the Proration Period. B. Buyer will pay: (i) One-half of the Title Company’s fee for acting as closing agent, if any; provided, however, that Seller shall not be entitled to pursue any action for eviction and (ii) The cost of recording the Deed; (iii) The cost of any tenant from endorsements to the Property. Title Policy; and, (iv) Any expenses associated with Buyer’s loan, if any. C. Seller will pay: (i) The provisions cost of this Section shall survive Closing recording all releases of existing mortgages and shall not be merged thereinother financing instruments. (cii) The cost of issuance of the Title Commitment and the Title Policy and all fees and charges of the Title Company in connection therewith (excluding costs for endorsements to the Title Policy); (iii) One-half of the Title Company’s fee for acting as closing agent, if any; and, (iv) All real estate taxes payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, transfer and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such stamp taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); the premium for the Title Policy in excess of the premium for a standard coverage policy; the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any Any security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). After the Effective Date hereof, Seller shall not set off any charges against any security deposit except in accordance with the terms of the applicable Lease, and Seller shall provide prompt written notice thereof to Purchaser. Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, reasonable attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt or that are due within three (3) business days of receipt. Purchaser agrees to include in its normal invoicing use commercially reasonable efforts to collect Delinquent Rents after the Closing provided Purchaser shall not be required to bring any action or proceeding against any tenant on account of tenants an appropriate statement seeking collection of any Delinquent Rents. Purchaser’s obligations hereunder with respect to the collection and payment of Delinquent Rents shall survive the Closing. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes payable in respect of the Property for the calendar year 2005 shall be prorated as of the Closing DateClosing; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing calendar year 2005 shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing calendar year 2005 shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if any, and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences shall survive Closing and shall not be merged therein. (d) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax); and the premium for the Title Policy in excess of the premium for a standard coverage policy; including the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser financing; , one-half (1/2) of any escrow and closing fees charged by Escrow Holder; , any surveys or updates prepared by or at the direction of Purchaser; , any taxes payable on the transfer of the Personal Property; , and any lender’s title insurance coverage on account of any other loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary transfer tax with respect to the recordation of the Deed; , one-half (1/2) of any escrow and closing fees charged by Escrow Holder; , any taxes payable in connection with the recordation of the Deed (but not any document recorded in connection with Purchaser’s financing), any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; , and the recording fees and costs of preparation with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees. (e) Seller shall be responsible for completing the remodeling of the building lobby generally described on Schedule 7 attached hereto in accordance with plans and specifications to be prepared by Seller and reasonably approved by Purchaser prior to the expiration of the Inspection Period. If such remodeling is not completed prior to the Closing Date, Seller shall cause such work to be completed promptly following the Closing Date. In that regard, Seller and Purchaser shall execute and deliver at Closing a license agreement (“License Agreement”) in form reasonably acceptable to Seller and Purchaser pursuant to which Purchaser grants Seller and its employees, agents and contractors a license to enter the Property for the purpose of completing such work, and Seller agrees to maintain or cause to be maintained liability insurance with respect to such work and to perform or cause to be performed such work in compliance with applicable regulations.

Prorations; Closing Costs. (a) The parties shall endeavor to cause the utility and service providers of Seller to open new accounts with Purchaser effective as of the Closing Date. If that cannot be accomplished, the amount due on any gas, electric, water, sewer, or other utility xxxx, or service contract relating to the Property shall be prorated between Seller and Purchaser as of the Closing Date, to the extent such utilities or service contracts are the obligation of the Seller and not a direct or indirect obligation of a tenant under any of the Leases. Any utility deposits made by Seller shall be and remain the property of Seller. (b) All collected rents and other payments from each tenant under the Leases, including, but not limited to, base rent, additional rent, percentage rent (if any), and expense reimbursements, shall be prorated between Seller and Purchaser as of the Closing Date. The balance remaining from any cash security deposits or prepaid rent under the Leases held by Seller shall be credited to Purchaser (including the balance of estimated tax, insurance and common area maintenance payments made to Seller by tenants under the Leases net of any payments by Seller thereon). Any Security Deposits held by Seller in a form other than cash (including, but not limited to, any letters of credit) shall be transferred to Purchaser in connection with the Closing by way of appropriate instruments of replacement, transfer or assignment, the cost of which shall be borne by Purchaser. Purchaser agrees to indemnify and hold harmless Seller from and against any loss, cost or expense (including, but not limited to, attorneys’ fees and expenses) resulting from any claim for such deposits or prepaid rent actually paid paid, transferred or credited to Purchaser. If any rent or other payments under the Leases are in arrears as of the Closing Date (“Delinquent Rents”), the amount of any such Delinquent Rents which are collected by Purchaser shall be promptly paid by Purchaser to Seller after Closing. Purchaser shall be entitled to deduct from any such payment (i) Purchaser’s reasonable costs of collection incurred with respect to such Delinquent Rents (including attorneys’ fees), (ii) rents due for the month in which such payment is received by Purchaser, and (iii) rents from such tenant attributable to any period after the Closing that are past due on the date of receipt. Purchaser agrees to include in its normal invoicing of tenants an appropriate statement seeking collection of any Delinquent Rents. Seller may make reasonable efforts to collect Delinquent Rents from and after the Closing Date; provided, however, that Seller shall not be entitled to pursue any action for eviction of any tenant from the Property. The provisions of this Section shall survive Closing and shall not be merged therein. (c) All real estate taxes taxes, water charges, sewer rents, vault charges and assessments payable in respect of the Property shall be prorated as of the Closing Date; provided, Seller shall be entitled to recover any reimbursements from the tenants on account of such taxes taxes, charges, rents and assessments for the period prior to Closing, and Purchaser shall immediately remit to Seller any such reimbursements received by Purchaser upon receipt thereof. Any real estate taxes due and payable for any periods subsequent to the Closing shall be the obligation of Purchaser and any real estate taxes due and payable for any periods prior to the Closing shall be the obligation of Seller, provided Purchaser shall cooperate with Seller to obtain any reimbursement from any tenant in respect of any such taxes. Seller and Purchaser agree to mutually cooperate with each other in connection with ongoing tax reduction proceedings relating to prior tax years, if any, and any ongoing or future proceedings relating to the year in which the Closing occurs, if anyany (with Purchaser having the right to assume control of any such proceeding relating to the year in which the Closing occurs), and any refund resulting therefrom (to the extent not refundable to tenants under the Leases) shall be prorated between Seller and Purchaser based on the Closing Date, after deducting therefrom the reasonable out-of-pocket expenses incurred by the parties. The provisions of the immediately preceding two sentences this Section shall survive Closing and shall not be merged therein. (d) Any regular charges payable under Service Contracts being assigned to Buyer at the Closing, and wages and benefits payable to all employees listed on Exhibit K, and any charges or fees for transferable licenses and permits relating to the Property shall be prorated as of the Closing Date. Seller shall pay all current and future deferred charges, installment payments, recapture payments, and similar charges related to any Service Contracts (such charges or payments, “Deferred Charges”) being assigned to Purchaser. The provisions of this Section shall survive Closing and shall not be merged therein. (e) Purchaser shall pay for the cost of recording the Deed (excluding documentary transfer tax)Deed; the premium for the Title Policy in excess of the premium for a standard coverage policy; and the cost of any endorsements (other than Seller Endorsements) and special or extended coverages of any nature in connection with the Title Policy; any recording fees with respect to the recordation of the documents relating to any Purchaser financing; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any surveys or updates prepared by or at the direction of Purchaser; any taxes payable on the transfer of the Personal Property; and any lender’s title insurance coverage on account of any other loan obtained by Purchaser. Purchaser shall pay for all costs relating to any financing obtained by Purchaser in connection with its purchase of the Property, including any and all costs incurred by Purchaser in performing any tests and investigations. Seller shall pay for the premium for a standard coverage title policy in the amount of the Purchase Price; the cost of the Seller Endorsements (but not the cost of any endorsements or special or extended coverages other than the Seller Endorsements); the documentary all Xxx Xxxx Xxxx xxx Xxx Xxxx Xxxxx transfer tax or conveyance tax with respect to the recordation of the Deed; one-half (1/2) of any escrow and closing fees charged by Escrow Holder; any prepayment or reconveyance fee in connection with any payoff or release of any existing deed of trust or mortgage; and the recording fees with respect to documents which Seller elects to place of record in order to cure title objections raised by Purchaser to the extent Seller elects is obligated by this Agreement, or otherwise elects, to cure the same, as fully described in Section 3.2. Each party shall pay its own attorneys’ fees. (f) Other items customarily apportioned in connection with sales of similar property in the State of New York shall be so apportioned. (g) In addition to the Purchase Price, Purchaser shall pay to Seller or for the benefit of Seller One Million and No/100ths US Dollars ($1,000,000) on account of the prepayment amount Seller is required to pay to the holder of its existing mortgage(s) in connection with the pay off of such mortgage incident to the closing.