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

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 paymentpayment of the allocated Purchase Price due at Closing. 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. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to 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 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(d), as they relate to a particular Closing, will survive such Closing Date for one year. “Rents” shall mean and include 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

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 paymentThe

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 paymentpayment of the allocated Purchase Price due at Closing. 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. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. If possible, final readings and final xxxxxxxx for utilities will be made as of 11:59 p.m. on the date immediately preceding the Closing Date, in which

Prorations Generally. Seller and Purchaser agree to adjust, 10.1.1 Except as of 11:59 p.m. on the day immediately preceding the Closing Dateotherwise expressly set forth in Section 10.2, all items of income revenue 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 Hotel with respect to the period prior to the Closing DateApportionment Time shall be for the account of Seller, and Purchaser will be charged all items of revenue and credited for all expense of the Proration Items relating Hotel with respect to the period from and after the Closing DateApportionment Time shall be for the account of Purchaser. The preliminary estimated closing Except as otherwise expressly set forth in Section 10.2, all prorations shall be set forth on preliminary seller’s an accrual basis in accordance with generally accepted accounting principles, and purchaser’s closing statements to based on the actual number of days in each month. All income, expenses, assets and liabilities as described in this Article 10 which can be prepared by the Title Company and submitted to Seller and Purchaser (as applicable) for approval prior to determined on the Closing Date. The preliminary seller’s closing statementDate will be settled pursuant to an operations settlement, 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 prepared in accordance with the final night audit, to be performed by KPMG, LLP (“Accountants”) in consultation with representatives of Seller and Purchaser, and settlement thereof will occur on the Closing StatementsDate (the “Operations Settlement”). The preliminary proration To the extent such items cannot be determined on the Closing Date, the settlement thereof shall occur at the earliest practicable date thereafter but not later than ninety (90) days after the Closing Date (the “True-up”). At Seller’s request, to be made prior to Closing, all bills or invoices for expenses attributable to the period prior to the Apportionment Time which Purchaser reasonably determines are properly payable by or on behalf of the Hotel shall be promptly paid by Purchaser. In connection with the True-up, Purchaser shall provide Seller with reasonable supporting documentation with respect to any such amounts so paid. Within five (5) business days after the True-up, Purchaser and the Seller shall make such payments to the other as may be required by the True-up. If Seller and Purchaser, working with their accountants, cannot resolve an issue at Closing by Purchaser the True-up acting reasonably and in good faith, the parties shall submit the issue 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 paymentAccountants for binding arbitration and resolution.