Common use of Prorations Generally Clause in Contracts

Prorations Generally. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date, all items of income and expense attributable to the Property (collectively, the “Proration Items”). Without limiting the generality of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below), and insurance premiums. Seller will be charged and credited for the amount of all of the Proration Items relating to the period prior to the Closing Date, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. The preliminary estimated closing prorations shall be set forth on preliminary seller’s and purchaser’s closing statements to be prepared by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller (the “Seller’s Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior to the date that is 180 days after the Closing Date. Prorations will be made in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of the

Prorations Generally. Seller Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser agree and credited to adjustPurchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees payable to Insignia Management Co. not to exceed 6% of gross rent; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the day immediately preceding the Closing Date, all items and credited against the balance of income and expense attributable the cash due at Closing. Assessments payable in installments which are due subsequent to the Property (collectivelyClosing Date shall be paid by Purchaser. Where the Leases impose on tenants obligations for taxes, the “Proration Items”). Without limiting the generality common area expenses, operating expenses or additional charges of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below)any other nature, and insurance premiums. where Seller will be charged and credited shall have collected any portion thereof in excess of amounts incurred by Seller for the amount of all of the Proration Items relating to such items for the period prior to the Closing Date, then there shall be an adjustment and credit given to Purchaser will be charged and credited for all of the Proration Items relating to the period from and after at the Closing Datefor such excess amounts collected. The preliminary estimated closing In addition, prorations shall be set forth on preliminary seller’s and purchaser’s closing statements to be prepared by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller (the “Seller’s Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing as required pursuant to Paragraph 26 hereof. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the best evidence then available; thereafter, when actual figures are received, re-most recent ascertainable data. All prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior except as to the date that is 180 days after the Closing Date. Prorations will be made delinquent rent referred to in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of theParagraph 12.2 below.

Prorations Generally. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date, all items of income and expense attributable to the Property (collectively, the “Proration Items”). Without limiting the generality of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below), and insurance premiums. Seller will be charged and credited for the amount of all of the Proration Items relating to the period prior to the Closing Date, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. The preliminary estimated closing prorations shall be set forth on preliminary seller’s and purchaser’s closing statements to be prepared by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller (the “Seller’s Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior to the date that is 180 days after the Closing Date. Prorations will be made in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of thepayment

Prorations Generally. 10.1.1. Seller and Purchaser agree shall receive debits and credits against the Purchase Price pursuant to adjustthis ARTICLE 10. In the case of any adjustment to be made at the Closing, the portion of the Purchase Price payable pursuant to Section 2.2.2(a) shall be increased or decreased to reflect such adjustment. In the case of any adjustment to be made after the Closing, Purchaser and Seller shall make such adjustment by amending and restated the Promissory Note to reflect such adjustment at the True-up (or such earlier date as may be expressly provided in this Agreement) or in the case of 11:59 p.m. on adjustments after the day immediately preceding True-up, within five (5) days of the Closing Datedate such adjustment is determined. 10.1.2. For each Hotel, except as otherwise expressly set forth in this ARTICLE 10, all items of income and expense attributable to the Property (collectively, the “Proration Items”). Without limiting the generality of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below), and insurance premiums. Seller will be charged and credited for the amount of all of the Proration Items relating such Hotel with respect to the period prior to the Apportionment Time shall be for the account of the applicable Seller, and all items of income and expense of such Hotel with respect to the period after the Apportionment Time shall be for the account of Purchaser. Except as otherwise expressly set forth in this ARTICLE 10, all prorations shall be on an accrual basis in accordance with generally accepted accounting principles, and based on the actual number of days in the applicable period. 10.1.3. All income and expenses described in this ARTICLE 10 that can be determined or estimated on the Closing Date shall be so determined or estimated by the Seller at least two (2) Business Days prior to the Closing and Seller will produce a detailed report (“Estimated Proration Report”) at least two (2) Business Days prior to the Closing which shall include a detailed breakdown of the various amounts of each item described in this ARTICLE 10 and whether such amount is estimated or not. The amounts determined by the Estimated Proration Report shall be debited or credited to the appropriate party and set forth on the settlement statement (“Settlement Statement”) executed by Seller and Purchaser at the Closing. Ninety (90) days following the Closing Date, Purchaser shall cause Manager to prepare and issue to Seller and Purchaser will be charged and credited for all an updated Proration Report (“Final Proration Report”) prepared in a manner consistent with the Estimated Proration Report, which shall adjust those items (i) which were not apportioned on the Estimated Proration Report or Settlement Statement because of the unavailability of information, (ii) which were apportioned on the Estimated Proration Items relating Report or Settlement Statement based upon estimated, inaccurate or incomplete information, or (iii) for which errors exist on the Estimated Proration Report or Settlement Statement. Purchaser and Seller shall each have the right to have their respective accountants review drafts of the period from and after Final Proration Report such that the Final Proration Report accurately reflects the operations of the Hotels on the Closing Date. The preliminary estimated closing prorations Parties shall meet to come to a final determination of the accuracy of the Final Proration Report within thirty (30) days (“Final Proration Period”) after the issuance of the Final Proration Report. Within five (5) days of the expiration of the Final Proration Period, Purchaser shall execute an amended and restated Promissory Note, dated as of the Closing, as may be set forth on preliminary seller’s and purchaser’s closing statements to be prepared required by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller Final Proration Report (the “Seller’s StatementTrue-up”) ), or if at such time the Promissory Note shall have been repaid in full, Seller or Purchaser, as applicable, shall make payment to other in immediately available funds. The True-up shall be signed by Seller final and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless except as otherwise expressly set forth in this Section 5 with respect to any particular Proration Item, if the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will Agreement there shall be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made no further adjustment between Seller and Purchaser on or prior to the date that is 180 days after the Closing Date. Prorations will be made in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings for income and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of theexpenses.

Prorations Generally. Seller Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser agree and credited to adjustPurchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees payable to Insignia Management Co. not to exceed 6% of gross rent; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the day immediately preceding the Closing Date, all items and credited against the balance of income and expense attributable the cash due at Closing. Assessments payable in installments which are due subsequent to the Property (collectivelyClosing Date shall be paid by Purchaser. Where the Leases impose on tenants obligations for taxes, the “Proration Items”). Without limiting the generality common area expenses, operating expenses or additional charges of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below)any other nature, and insurance premiums. where Seller will be charged and credited shall have collected any portion thereof in excess of amounts incurred by Seller for the amount of all of the Proration Items relating to such items for the period prior to the Closing Date, then there shall be an adjustment and credit given to Purchaser will be charged and credited for all of the Proration Items relating to the period from and after at the Closing Datefor such excess amounts collected. The preliminary estimated closing In addition, prorations shall be set forth on preliminary seller’s and purchaser’s closing statements to be prepared by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller (the “Seller’s Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing as required pursuant to Paragraph 26 hereof. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the best evidence then available; thereafter, when actual figures are received, re-most recent ascertainable data. All prorations will be made on final except as to delinquent rent referred to in Paragraph 12.2 below; provided that in the basis case of real property taxes such proration shall be based upon 110% of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior to the date that is 180 days after the Closing Date. Prorations will be made in relation to insurance premiums paid or real property taxes payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently the Property in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of the1996.

Prorations Generally. Seller and Purchaser agree to adjust, as of 11:59 p.m. Spartanburg time on the day immediately preceding the applicable Closing Date, all the following items of income and expense attributable to for the Property Properties (collectively, the “Proration Items”). Without limiting the generality of the foregoing, the Proration Items shall include ): real estate and personal property taxes and assessments (subject to the terms of Section 5(h5(g) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g5(e) below), ) and insurance premiumsOperating Expenses (subject to the terms of Section 5(f) below) payable by the owner of the applicable Tract. Seller will be charged and credited for the amount of all of the Proration Items relating to the period prior to the applicable Closing Date, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the applicable Closing Date. The Such preliminary estimated closing prorations shall be set forth on a preliminary seller’s and purchaser’s closing statements statement to be prepared by the Title Company Seller and submitted to Seller and Purchaser for Purchaser’s approval at least five (as applicable5) for approval business days prior to the applicable Closing Date. The preliminary seller’s closing statement, when approved by Seller Date (the “Seller’s Closing Statement”) shall be signed by Seller and delivered to the Title Company at or prior to ). The Closing Statement for each Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” andonce agreed upon, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to Seller and utilized for purposes of making the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be at such Closing subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the allocated Purchase Price due at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior to the date that is 180 days after the Closing DatePurchaser. Prorations No prorations will be made in relation to insurance premiums paid or payable under any premiums, and Seller’s insurance policies being will not be assigned to, or retained by, Purchaser or any Applicable Entity at Closingto Purchaser. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. Spartanburg time on the date immediately preceding the applicable Closing Date, in which event no proration will be made at such Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. The provisions of this Section 5(f) 5(d), as they relate to a particular Closing, will survive the such Closing Date for 180 daysone year. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of theexceeds

Prorations Generally. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date, all the following items of income and expense attributable to for the Property (collectively, the “Proration Items”). Without limiting the generality of the foregoing, the Proration Items shall include ): real estate and personal property taxes and assessments (subject to the terms of Section 5(h5(f) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g5(e) below), and insurance premiumsamounts payable under any Property Agreement which are assigned to Purchaser pursuant to terms of this Agreement (subject to the terms of Section 5(l) below). Seller will be charged and credited for the amount of all of the Proration Items relating to the period prior to the Closing Date, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. The Such preliminary estimated closing prorations shall be set forth on a preliminary seller’s and purchaser’s closing statements statement to be prepared by the Title Company Seller and submitted to Seller and Purchaser (as applicable) for Purchaser’s approval at least 48 hours prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller Date (the “Seller’s Closing Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s ). The Closing Statement, the “Closing Statements”) once agreed upon, shall be signed by Purchaser and delivered to Seller and utilized for purposes of making the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be at such Closing subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the allocated Purchase Price due at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior to the date that is 180 days after the Closing DatePurchaser. Prorations No prorations will be made in relation to insurance premiums paid or payable under any premiums, and Seller’s insurance policies being will not be assigned toto Purchaser. If possible, or retained by, Purchaser or any Applicable Entity at Closing. Final final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of thewhich

Prorations Generally. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date, all items of income and expense attributable to the Owned Property (collectively, the “Proration Items”). Without limiting the generality of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below), and insurance premiums. Seller will be charged and credited for the amount of all of the Proration Items relating to the period prior to the Closing Date, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Closing Date. The preliminary estimated closing prorations shall be set forth on preliminary seller’s and purchaser’s closing statements to be prepared by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller (the “Seller’s Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior to the date that is 180 days after the Closing Date. Prorations will be made in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of theThe

Prorations Generally. Seller shall prepare and submit to Purchaser agree for Purchaser’s review, at least five (5) business days prior to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date, all items a draft proration statement setting forth the prorations and adjustments contemplated by this Agreement. Once Seller and Purchaser have agreed on such proration statement, and at least three (3) business days prior to the Closing Date, Seller and Purchaser shall submit the same to the Escrow Agent and the Escrow Agent shall prepare the Settlement Statement and submit the same to Seller and Purchaser for their approval at least two (2) business days prior to the Closing Date. Taxes, DNR Lease Rent and Rents (each as defined below) shall be prorated between Seller and Purchaser; Operating Expenses shall be paid as described in part (b) below. All prorations shall be made as of 12:01 a.m. on the Closing Date, so that for purposes of prorations, Purchaser shall be deemed in ownership of the Property throughout such day. All income and expense attributable to expenses for the Property (collectively, the “Proration Items”). Without limiting the generality of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below), and insurance premiums. Seller will be charged and credited for the amount of all of the Proration Items relating attributable to the period prior to the Closing Date, Date shall be allocated to Seller and Purchaser will be charged all income and credited expenses for all of the Proration Items relating Property attributable to the period from and after the Closing Date. The preliminary estimated closing prorations Date shall be set forth on preliminary seller’s allocated to Purchaser. (a) As used herein, “Taxes” include all real property taxes and purchaser’s closing statements to be prepared by the Title Company and submitted to Seller and Purchaser similar charges of any kind. All delinquent Taxes (as applicableincluding penalties thereon) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller (the “Seller’s Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser out of funds due Seller. Any non-delinquent Taxes shall be prorated based on the current tax bill. If any additional or supplemental Taxes are assessed against the Property for back assessments, corrections to Seller (if the preliminary prorations result in a net credit to Seller) previous tax bills or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if the actual amounts of the Proration Items are not known as of other events occurring before the Closing Date, Seller shall pay the prorations will same and the parties shall make necessary adjustments after Closing. All assessments levied against the Real Property for improvements which are payable in installments shall be made at Closing on prorated as to the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figurescurrent installment, and a final cash settlement will Purchaser shall acquire the Real Property subject to the lien of future installments as they become due. Any delinquent assessments, together with any penalties and interest thereon, shall be made between paid by Seller and Purchaser on or prior to the date that is 180 days after before the Closing Date. Prorations will be made . (b) As used herein “Operating Expenses” include all costs incurred in relation operating the Property in the normal course of business in a manner similar to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as the operation of 11:59 p.m. on similar properties in the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leasesarea, including, without limitation, fixed monthly rentalsutility charges.. Purchaser will not be assuming any of Seller’s obligations under any contract with respect to the Real Property, additional rentalsexcept the DNR Lease, percentage rentalsMoorage Agreements and Kayak Agreements. Seller shall arrange for readings of utility meters to occur as of the day before the Closing Date, escalation rentals and Seller shall be responsible for all charges in connection with utility accounts in Seller’s name. Purchaser shall open new utility accounts with the utility service providers serving the Property. (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided c) As used herein, “DNR Lease Rent” means the Annual Fee payable for the current term under the DNR Lease, to the extent the same exceeds any expense stop specified plus all Leasehold Excise Tax payable in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of theconnection therewith.

Prorations Generally. Seller Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser agree and credited to adjustPurchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees payable to Insignia Management Co. not to exceed 6% of gross rent; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the day immediately preceding the Closing Date, all items and credited against the balance of income and expense attributable the cash due at Closing. Assessments payable in installments which are due subsequent to the Property (collectivelyClosing Date shall be paid by Purchaser. Where the Leases impose on tenants obligations for taxes, the “Proration Items”). Without limiting the generality common area expenses, operating expenses or additional charges of the foregoing, the Proration Items shall include real estate and personal property taxes and assessments (subject to the terms of Section 5(h) below), utility bills (except as hereinafter provided), collected Rents and License Fees (subject to the terms of Section 5(g) below)any other nature, and insurance premiums. where Seller will be charged and credited shall have collected any portion thereof in excess of amounts incurred by Seller for the amount of all of the Proration Items relating to such items for the period prior to the Closing Date, then there shall be an adjustment and credit given to Purchaser will be charged and credited for all of the Proration Items relating to the period from and after at the Closing Datefor such excess amounts collected. The preliminary estimated closing In addition, prorations shall be set forth on preliminary seller’s and purchaser’s closing statements to be prepared by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to the Closing Date. The preliminary seller’s closing statement, when approved by Seller (the “Seller’s Statement”) shall be signed by Seller and delivered to the Title Company at or prior to Closing; the preliminary purchaser’s closing statement, when approved by Purchaser (the “Purchaser’s Statement” and, together with the Seller’s Statement, the “Closing Statements”) shall be signed by Purchaser and delivered to the Title Company at or prior to Closing. The preliminary proration adjustment (which shall be subject to the final cash settlement provided for below) shall be made in accordance with the Closing Statements. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Unless otherwise set forth in this Section 5 with respect to any particular Proration Item, if the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing as required pursuant to Paragraph 26 hereof. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the best evidence then available; thereafter, when actual figures are received, re-most recent ascertainable data. All prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser on or prior except as to the date that is 180 days after the Closing Date. Prorations will be made delinquent rent referred to in relation to insurance premiums paid or payable under any insurance policies being assigned to, or retained by, Purchaser or any Applicable Entity at Closing. Final readings and final xxxxxxxx for utilities will be made if possible as of 11:59 p.m. on the date immediately preceding the Closing Date, in which event no proration will be made at Closing with respect to such utility bills. Seller will be entitled to a credit for any and all deposits presently in effect with the utility providers. The provisions of this Section 5(f) will survive the Closing Date for 180 days. “Rents” shall mean and include any and all amounts paid or payable by Tenants under the Leases, including, without limitation, fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, locker rentals, and other sums and charges payable by Tenants under the Leases or from other occupants or users of theParagraph 12.2