Common use of Prorations Clause in Contracts

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following Seller shall pay (i) unpaid assessments by Condominium and Homeowner’s Associations which accrued or came due prior to Close of Escrow subject to any limitations on Seller’s liability for such assessments under applicable law, (ii) property taxes and periodic assessments secured by the Property which accrued prior to Close of Escrow, and (iii) utility or municipal liens secured by the Property which accrued prior to Close of Escrow. Seller shall notify Buyer in the event a Condominium or Homeowner’s Association demands an amount which exceeds Seller’s liability to such Association under applicable law. No later than (3) business days after Seller delivers such notice to Buyer, Buyer shall elect to (i) terminate the Agreement and receive a refund of the ▇▇▇▇▇▇▇ Money Deposit as Buyer’s sole and absolute remedy or (ii) proceed with the transaction and assume full responsibility for payment of any Association demand to the extent such demand exceeds Seller’s liability to the Association under applicable law. NO OTHER PRORATIONS ARE CONTEMPLATED UNDER THIS AGREEMENT, AND BUYER SHALL BE SOLELY RESPONSIBLE FOR ALL EXPENSES SET FORTH IN (C) BELOW. ANY SUCH AMOUNTS WHICH BY LAW ARE TO BE PAID BY SELLER SHALL BE REIMBURSED TO SELLER BY BUYER AT/OR PRIOR TO CLOSE OF ESCROW. If the regular common interest community, unit owner’s homeowner’s or condominium association dues, fees or assessments were paid prior to the Close of Escrow for a period of time subsequent to such date, then Buyer shall pay to Seller that portion of the dues, fees, and/or assessment attributable to the period of time after the Close of Escrow. Insurance premiums will not be prorated between Buyer prorated. Seller cannot endorse or assign existing insurance policies (if any) to Buyer, and Seller may cancel any existing insurance on the Property as of 11:59 p.m. local time the Close of Escrow. Rent and other income under leases of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during Property for the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder occurs shall not be concerned with any prorations that are to prorated and shall be made after the Closing pursuant to this Agreementproperty of and retained by Seller.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the "Proration Time"), the following (collectively, the "Proration Items"): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, on and a per diem adjustment shall be made for the basis of days between the actual number of days elapsed during the month in which meter reading date and the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be Date based on the most recent official tax bills or notice of valuation available meter reading. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the fiscal year in which calendar year. If the Closing occursDate shall occur before the tax rate is fixed, with due allowance the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be made higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Seller will be charged and credited for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion amounts of all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingProration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the "Closing Statement"). The Closing Statement, then Buyer and Seller once agreed upon, shall adjust the actual Taxes between Buyer be signed by Purchaser and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income The proration shall be paid at Closing by Purchaser to Seller within ten (10if the prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 concerned assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to 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 any prorations that are deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be made paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "Rental" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proration 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 such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is delinquent when it was due prior to the Closing pursuant Date, and payment thereof has not been made on or before the Proration Time ("Delinquent Rental"). Delinquent Rental will not be prorated at Closing. Purchaser agrees to this Agreementinclude any Delinquent Rentals in its usual billing for up to six (6) months after Closing, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to declare a default under any Lease or pursue legal action or incur any costs or expenses to enforce collection of any such amounts owed to Seller by any Tenant. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services will be applied first to current amounts owed by such Tenant to Purchaser and then to Delinquent Rental owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. (a) The following prorations relating to the Purchased Assets shall be prorated between Buyer made: (i) Except as provided in Section 2.3(a)(v) and Seller as Section 2.3(a)(vi), in the case of 11:59 p.m. local time Taxes with respect to a Straddle Period, for purposes of Retained Liabilities, the day immediately preceding portion of any such Tax that is allocable to Sellers with respect to any Purchased Asset shall be: (A) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than Transfer Taxes, equal to the amount that would be payable if the taxable period ended on the Closing Date; and (B) in the case of Taxes imposed on a periodic basis, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the basis amount of such Taxes for the actual immediately preceding period), multiplied by a fraction, the numerator of which is the number of days elapsed during in the month in which period ending on the Closing occurs: general Date and special county and city real property taxes and special assessments the denominator of which is the number of days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (collectivelyincluding net worth or long-term debt) or intangibles, "Taxes"any amount thereof required to be allocated under this clause (i) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions computed by reference to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion level of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Seller, and Buyer shall receive all rents Seller Group member, or Seller Subsidiary. (ii) All charges for water, wastewater treatment, sewers, electricity, fuel, gas, telephone, garbage and other income accruing, and shall pay all other expenses accrued or incurred, in connection with utilities relating to the ownership or operation of Transferred Real Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other incomeClosing Date, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, with Sellers being liable to the extent such rents or other income items relate to the period ending on or before Pre-Closing Tax Period, and Purchaser being liable to the Closingextent such items relate to the Post-Closing Tax Period. (b) If any of the foregoing proration amounts cannot be determined as of the Closing Date due to final invoices not being issued as of the Closing Date, Purchasers and Sellers shall prorate such rents or items as and when the actual invoices are issued to the appropriate Party. The Party owing amounts to the other income by means of such prorations shall be paid to Seller pay the same within ten thirty (1030) days after end delivery of a written request by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementpaying Party.

Prorations. The following items shall be prorated between Buyer the Seller and Seller the Purchaser as of 11:59 p.m. local time of the day immediately preceding the Closing Date; such prorations favoring the Purchaser - 14 - shall reduce the Purchase Price payable by the Purchaser at the Closing, and such prorations favoring the Seller shall increase the Purchase Price payable by the Purchaser at Closing: 9.4.1. Rents. Rents, additional rents, charges for taxes and insurance premiums or for escalations thereof, if any, property operating expense contributions, revenues from vending machines and washers and dryers, swimming pool fees and other income of the Property (other than any unapplied security and other deposits) collected by the Seller from each tenant under a Lease. Any rent and other income collected by either the Seller or the Purchaser during the month of the Closing shall be applied first against the rent and other income due for such month under the respective Lease. The Seller may, at the Seller's sole cost and expense, pursue any claims under any of the Leases and file lawsuits for past due rent or other charges, but the Seller may not exercise any rights or remedies to terminate any Lease or to dispossess any tenant thereunder. The Purchaser agrees, however, that if (i) any tenant is in arrears on the basis Closing Date in the payment of rent or other charges under its Lease as shown on the updated Rent Roll delivered at the Closing and (ii) at the time of the actual number Purchaser's receipt of days elapsed during any rental or other payment from such tenant after the end of the month in which the Closing occurs: general , such tenant is, or after application of a portion of such payment will be, current under its Lease in the payment of all accrued rental and special county other charges that do not become due and city real property taxes and special assessments (collectively, "Taxes") for payable until the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which month after the Closing occurs, with due allowance to be made for Date or thereafter and in the maximum available discount or payment of any other exemptions obligations of such tenant to the extent permissible for said yearPurchaser, then the Purchaser shall refund to the Seller, out of and to the extent of the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period such payment remaining after the Closing, then Buyer Purchaser deducts therefrom any and Seller shall adjust the actual Taxes between Buyer all sums due and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition owing to the foregoing apportionments, Seller shall receive all rents it from such tenant from and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all an amount up to the full amount of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after any arrearage existing on the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following All items of income and expense shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the "Proration Date") in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of (A) all rents and (B) all expense contributions, real estate tax contributions, and other reimbursements from tenants ("Tenant Contributions") received by Seller and attributable to any month commencing after the Closing Date and (ii) all unapplied cash security deposits held by Seller and which were made by tenants under all leases of the Real Property in effect as of the Closing Date, and (iii) all unfunded tenant allowances and other payments (including leasing commissions for leases listed on Schedule 6) to be made by Seller and the cost of all construction or tenant improvement work to be done by Seller under all of the Leases and those proposed leases listed on Schedule 6 (whether or not such leases have been entered into as of the Closing Date), except to the extent set forth (x) specifically listed on Schedule 4; or (y) in the Proposals approved by Purchaser or deemed approved by Purchaser as provided in subsection 15(b) hereof. 5.2 All rents and Tenant Contributions and other income from the Property for the month of Closing shall be prorated between Buyer Purchaser and Seller as based upon their respective days of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the ownership for such month in which the Closing occurs. Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Proration Date. At the time of the final calculation and collection from tenants of Tenant Contributions for 1997, whether in the nature of a reconciliation payment or full payment, in arrears, there shall be a reproration between Purchaser and Seller as to the Tenant Contributions. Such reproration shall not be made on the basis of a per diem method of allocation, but shall instead be apportioned between Seller and Purchaser on the basis of the relative share of actual expenses in question incurred and paid by Seller and Purchaser during the lease year in question. Seller covenants to provide Purchaser with any information necessary to finalize such calculation. Purchaser covenants to ▇▇▇▇ tenants for amounts due from tenants attributable to periods prior to closing and diligently pursue collections from tenants and, as collected, to timely deliver to Seller reproration amounts due Seller. 5.3 Percentage rent shall be prorated between Purchaser and Seller by utilizing the percentage rent payable for such lease year based upon the actual days of ownership of the Property during such tenant's lease year. There shall be no adjustment for percentage rent payments for a particular tenant until after the receipt of any percentage rent payments made by such tenant. 5.4 Any amounts received from tenants after Closing shall be applied on a tenant by tenant basis in the following order: general and special county and city real property taxes and special assessments (collectivelyi) first on account of any amount currently due Purchaser from such tenant(s); (ii) next, "Taxes"on account of any amount due Seller from such tenant(s) for the tax period up to and including the Proration Date and (iii) finally, any balance then in effect remaining to Purchaser. Seller retains the right to ▇▇▇ tenants after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting a tenant's rights of possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such delinquent rents have not been collected by Purchaser and insurance premiums paid to Seller within six (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes 6) months after the Closing Date. 5.5 Operating expenses, including, without limitation, permits, licenses, membership dues, and any other prepaid expenses, shall be prorated between Purchaser and Seller on an accrual basis based on upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates, subject to reproration when the actual amounts are known. 5.6 Real estate taxes shall be prorated between Seller and Purchaser based upon the actual days of ownership of the parties for the year in which Closing occurs utilizing the most recent official ascertainable tax bills or notice ▇▇▇▇(s). Seller and Purchaser agree to reprorate said real estate taxes upon Purchaser's receipt of valuation available the actual tax ▇▇▇▇ for the fiscal tax year in which question, if any. Seller reserves the Closing occursright to meet with governmental officials and to contest any reassessment governing or affecting Seller's obligations under this Section, with due allowance to Purchaser's prior written approval, which will not be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and unreasonably withheld. Seller shall adjust the actual Taxes between Buyer and Seller, outside retain all rights with respect to any refund of Escrow, as soon as reasonably possible following the Closing. In addition taxes applicable to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before any period prior to the Closing Date, and Buyer shall receive all rents and other income accruingsubject to the rights of tenants. 5.7 Except for utilities billed directly to Tenants, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses utilities shall be prorated as of the ClosingProration Date based upon either meter readings on the Proration Date or the prior month's actual invoices. Rents and other income, if any, collected by Buyer after Seller shall be credited with any unapplied utility deposit in effect as of the Closing Date to the extent such deposit is assignable and actually paid to Purchaser. 5.8 Purchaser shall be applied first to any amounts due to Buyer responsible for and thenpay for all costs in connection with (i) Proposals listed on Schedule 4 attached hereto, to the extent such rents amounts are identified on Schedule 4, and (ii) any Proposal which Purchaser approved, or other income relate is deemed to have approved as provided in Section 15(b) herein to the period ending on or before the Closing, extent such rents or other income amounts are identified in such Proposals; provided that no commissions shall be paid to Seller HCMC or any of its affiliates. 5.9 All insurance policies and property management agreements shall be terminated as of the Closing Date and there shall be no proration with respect to these items. 5.10 Purchaser shall be credited with the contractor's security deposits listed on Schedule 1 to the General Assignment attached as Exhibit I. In the event any prorations or computations made under this Section are based on estimates or prove to be incorrect, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the party from whom it is entitled to such adjustment within ten (10) one hundred and twenty days after the end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing current calendar year or, at Seller's optionin the case of percentage rent adjustments, credited to Buyer against from the cash portion end of the Purchase Price at the Closingapplicable lease year. Escrow Holder Purchaser shall not be concerned with indemnify and hold Seller harmless from and against any prorations that are to be made after the Closing and all claims for which Purchaser received credits pursuant to this AgreementSection 5. The indemnity set forth in the immediately preceding sentence and the covenants contained in this Section 5 shall survive Closing.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding (a) On the Closing DateDate all rent, common area charges, utility charges, real estate taxes, sales taxes on rent and other obligations under the basis of the actual number of days elapsed during the month in which Leases transferred at the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingEffective Time (collectively, the “Prorated Charges”). Rents Whenever possible, such prorations shall be based on actual, current payments by the Sellers or their Affiliates and other incometo the extent such actual amounts are not available, such prorations shall be estimated as of the Effective Time based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by Buyer and the Sellers, and Buyer or the Sellers, as the case may be, promptly (but not later than 10 Business Days after notice of payment due and delivery of reasonable supporting documentation with respect to such amounts) shall make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and the Sellers. (b) Percentage rent payable under each Lease shall be prorated at the end of the current lease year for each Lease, and the percentage rent payable, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten by Buyer when due and the Sellers shall promptly reimburse Buyer a portion thereof determined by multiplying (10A) days after end a fraction, the numerator of which is the amount of the month in Sellers’ or their Affiliates’ gross annual sales at such Store from the first day of such lease year to (and excluding) the Closing Date, and the denominator of which is the sum of Buyer’s and its Affiliates’ and the Sellers’ and their Affiliates’ gross annual sales at such amounts were collectedStore for the entire lease year, times (B) the amount of percentage rent actually due under the Lease for such Store. The Sellers, upon the request of Buyer, shall promptly provide Buyer with such information as Buyer shall incur no obligation be required to Seller submit to landlords under the Leases in connection with the payment of percentage rent with respect to the Stores. (c) Buyer and the Sellers shall cooperate in good faith to resolve any dispute with respect to prorations. In the event Buyer and the Sellers are unable to resolve such dispute within 20 Business Days after the date such dispute arose, Buyer and the Sellers shall submit the items remaining for Buyer's failure resolution in writing, together with such written evidence as Buyer or the Sellers may elect to collect include, to an Independent Accounting Firm. The Independent Accounting Firm shall, within 20 Business Days of such rentals or other incomesubmission, resolve any differences between Buyer and the Sellers and such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the parties. All security The costs, fees and any other refundable deposits paid by tenants to Seller pursuant to tenant leases expenses of the Independent Accounting Firm shall be delivered borne equally by certified funds to Buyer at and New Diamond. For purposes of this Agreement the Closing or, at Seller's option, credited to “Independent Accounting Firm” means a nationally recognized accounting firm agreed upon by Buyer against and the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementSellers.

Prorations. The following provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Buyer Purchaser and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for any such proratable items for the tax period year of Closing have not yet been made, then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes any such prorations shall be based on upon the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to prior year’s assessments. No prorations shall be made for the maximum available discount or other exemptions in relation to the extent permissible for said year, and to the extent the tax bills do rents not accurately reflect the actual Taxes assessed against the Property (or any portion collected as of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer but Purchaser shall receive all rents and other income accruingmake a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall pay all other expenses accrued or incurred, in connection with be accounted for between Purchaser and Seller on the ownership or operation of Property on or Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, all or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of which rentsClosing or for any other reason (in any event, other income and expenses shall be prorated as of the Closing. Rents and other income“Reconciliation Date”), if any, collected by Buyer after the Closing shall be applied first Seller hereby agrees to any amounts due cause to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (10i) days after end net adjustments to the prorations made at Closing under Section 14.(a), above, including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the month in which Property, Purchaser hereby agrees to pay all such amounts were collected. Buyer taxes and Purchaser shall incur no obligation to and does hereby indemnify and save Seller harmless from and against all claims and liability for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to taxes. (d) At Closing, Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing orwill, at Seller's optionits election and in its sole discretion, credited either deliver or credit to Buyer against Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the cash portion of the Purchase Price Property. Seller will have no responsibility for security deposits not held by Seller at the Closing. Escrow Holder shall not Further, Seller will be concerned credited at Closing with the amount of any prorations that are and all deposits held on behalf of Seller by utility companies with respect to be made after the Closing pursuant to this AgreementProperty.

Prorations. The following Purchase Price for the Properties shall be prorated between Buyer subject to prorations and Seller credits as follows to be determined as of 11:59 p.m. local time 12:01 a.m. on the Closing Date: 1. Rents Payable Under Tenant Leases. Any portion of any rents collected subsequent to the day immediately preceding Closing Date and properly allocable to periods prior to the Closing Date, on net of Purchaser's third-party costs of collection, if any, shall be paid, promptly after receipt, to the basis Seller, but subject to all of the actual number provisions of days elapsed during this Section; and any portion thereof properly allocable to periods subsequent to the month Closing Date, if any, shall be paid to Purchaser. Any amount collected from a tenant shall first be applied to such tenant's current monthly rental and then to past due amounts in the reverse order in which they were due. Any advance rental payments or deposits paid by tenants prior to the Closing occurs: general Date and special county and city real property taxes and special assessments (collectively, "Taxes") for applicable to the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration periods of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which time subsequent to the Closing occurs, with due allowance to be made for the maximum available discount Date and any security deposits or other exemptions amounts paid by tenants, together with any interest on both thereof to the extent permissible such interest is due to tenants, shall be credited to Purchaser on the Closing Date. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants until said yearsums are paid. 2. Motel Room, Restaurant and Bar Revenues. Purchaser shall be entitled to all food service, bar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, Motel banquet and conference facility operations, and all other revenue of any kind attributable to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to same for the period before on and after 12:01 a.m. on the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the ClosingDate. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and Purchaser shall pay over to Seller all other expenses accrued or incurred, collections of accounts receivable in connection with the ownership Properties which have accrued as of Closing (the "Closing Accounts Receivable"). By no later than sixty (60) days after Closing, Purchaser shall pay to Seller an amount equal to the remaining Closing Accounts Receivable, minus those uncollectible Closing Accounts Receivable as agreed upon by Purchaser and Seller. Seller shall deliver to Purchaser or operation of Property before provide Purchaser a credit against the Purchase Price for the Properties in an amount equal to all guest reservation deposits held by the Motels for Motel guests arriving or staying after check-out time for the Motel on the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation . All collections of Property on or Motel receivables from any party after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts receivables due from such party which have accrued prior to Buyer Closing and then, second to the extent receivables due from such rents or other income relate to the period ending on or before the party which have accrued after Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; incentive fees paid pursuant to any laundry contract; provided, however, such fee shall only be prorated if actually received by Seller and only to the extent any fee was not used to improve the laundry facilities at the Property; real and personal property taxes and other similar items shall be prorated between Buyer and Seller adjusted ratably as of 11:59 p.m. local time of the day immediately preceding on the Closing Date, and credited to the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. 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 actual number of days elapsed during the month most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in which Paragraph 12.2 below. 12.2. All basic rent paid following the Closing occurs: general Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and special county and city real property taxes and special assessments (collectively, "Taxes") for including the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Closing Date shall be based on the most recent official tax bills or notice deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of valuation available for the fiscal year in which the a Post-Closing occursReceipt, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all other expenses accrued or incurredamounts which, in connection with the ownership or operation of Property before the upon collection, would constitute Post-Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or Receipts hereunder. Within 120 days after the Closing Date, all Purchaser shall deliver to Seller a reconciliation statement of which rents, other income and expenses shall be prorated as of Post-Closing Receipts through the Closing. Rents and other income, if any, collected by Buyer first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid deliver to Seller within ten (10) days after end any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the month in which such amounts were collected. Buyer Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall incur no obligation pay to Seller for Buyersaid additional Post-Closing Receipts and the cost of performing Seller's failure to collect such rentals or other incomeaudit. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Paragraph 12.2 of this Agreement shall be delivered by certified funds to Buyer at survive the Closing or, at Seller's option, credited to Buyer against and the cash portion delivery and recording of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementdeed.

Prorations. The following shall be prorated between Buyer and Seller as (a) As of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the each Subsequent Closing Date, the Distribution Center Closing Date and Buyer shall receive each Acquired Regional Office Closing Date (as applicable), all rents and other income accruingitems set forth on Section 2.6 of the Company Disclosure Schedules, and shall pay all other expenses accrued or incurreditems for which proration is necessary, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing, such Subsequent Closing or Distribution Center Closing (collectively, the “Prorated Charges”). Rents On a monthly basis, the Company shall calculate the applicable Prorated Charges and other incomedeliver a notice of payment due to the Buyer within fifteen (15) Business Days of the end of each month with respect to the applicable Closing, Subsequent Closings and/or Distribution Center Closing that occurred during such month. Purchaser Sub shall pay to the Company the amount set forth on such notice of payment within five (5) Business Days of receipt of such notice of payment. Whenever possible, such prorations shall be based on actual, current payments by the Company or its Affiliates and to the extent such actual amounts are not available, such prorations shall be estimated as of the Closing, such Subsequent Closing and Distribution Center Closing (as applicable) based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by Purchaser Sub and the Company, and Purchaser Sub or the Company, as the case may be, promptly (but not later than ten (10) Business Days after notice of payment due) shall make any additional payment or refund so that the correct prorated amount is paid by each of Purchaser Sub and the Company. (b) Percentage rent payable under each Acquired Lease and lease for each Acquired Regional Office, to the extent applicable, shall be prorated at the end of the current lease year for each Acquired Lease in accordance with the terms of the applicable Acquired Lease, and otherwise the percentage rent payable, if any, collected shall be paid by Buyer Purchaser Sub when due and the Company shall promptly reimburse Purchaser Sub a portion thereof determined by, in the case of an Acquired Lease with respect to an Acquired Store, multiplying (A) a fraction, the numerator of which is the amount of the Company’s or its Affiliates’ gross annual sales at such Acquired Store from the first day of such lease year to (and excluding) the Closing Date or the applicable Subsequent Closing Date (as applicable), and the denominator of which is the sum of Purchaser Sub’s and its Affiliates’ and the Company’s and its Affiliates’ gross annual sales at such Acquired Store for the entire lease year, times (B) the amount of percentage rent actually due under the Acquired Lease for such Acquired Store. The Company, upon the request of Purchaser Sub, shall promptly provide Purchaser Sub with such information as Purchaser Sub shall be required to submit to landlords under the Acquired Leases in connection with the payment of percentage rent with respect to the Acquired Stores. (c) Purchaser Sub and the Company shall cooperate in good faith to resolve any dispute with respect to prorations. In the event Purchaser Sub and the Company are unable to resolve such dispute within twenty (20) Business Days after the Closing date such dispute arose, Purchaser Sub and the Company shall submit the items remaining for resolution in writing, together with such written evidence as Purchaser Sub or the Company may elect to include, to an Independent Accounting Firm. The Independent Accounting Firm shall, within twenty (20) Business Days of such submission, resolve any differences between Purchaser Sub and the Company and such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the Parties. The costs, fees and expenses of the Independent Accounting Firm shall be applied first to any amounts due to Buyer borne equally by Purchaser Sub and then, the Company. (d) Notwithstanding anything to the extent such rents or other income relate contrary in this Agreement, including this Section 2.6, all real property, personal property and similar ad valorem Taxes, if any, levied with respect to the Purchased Assets with respect to a taxable period ending beginning on or before the ClosingClosing Date and ending after the Closing Date (collectively, such rents or other income the “Apportioned Taxes”) shall be paid apportioned between the Company and Parent based on the number of days of such taxable period before and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days of such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”). The Company shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to Seller the Pre-Closing Tax Period and such amount shall be an Excluded Liability, and Parent and Purchaser Sub shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period and such amount shall be an Assumed Liability. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law. The paying Party (including through the use of any prepayment or credit or carryforward) shall be entitled to reimbursement from the non-paying Party for the non-paying Party’s portion of the Apportioned Taxes in accordance with this Section 2.6(d). Upon payment (or use of a prepayment or credit or carryforward) of any such Apportioned Taxes, the paying Party shall present a statement to the non-paying Party setting forth the amount of reimbursement to which the paying Party is entitled under this Section 2.6(d), together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying Party shall make such reimbursement by wire transfer in immediately available funds within ten (10) days after end Business Days of receipt of such statement to an account designated by the paying Party. The provisions of this Section 2.6(d) shall survive the Closing Date until the expiration of the month in which statute of limitations applicable to any such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementApportioned Tax.

Prorations. (a) The following prorations relating to the Purchased Assets shall be prorated between Buyer made: (i) Except as provided in Section 2.3(a)(v) and Seller as Section 2.3(a)(vi), in the case of 11:59 p.m. local time Taxes with respect to a Straddle Period, for purposes of Retained Liabilities, the day immediately preceding portion of any such Tax that is allocable to Sellers with respect to any Purchased Asset (including, for the avoidance of doubt, with respect to any Purchased Subsidiary) shall be: (A) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than Transfer Taxes, equal to the amount that would be payable if the taxable period ended on the Closing Date; and (B) in the case of Taxes imposed on a periodic basis, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the basis amount of such Taxes for the actual immediately preceding period), multiplied by a fraction, the numerator of which is the number of days elapsed during in the month in which period ending on the Closing occurs: general Date and special county and city real property taxes and special assessments the denominator of which is the number of days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (collectivelyincluding net worth or long-term debt) or intangibles, "Taxes"any amount thereof required to be allocated under this clause (i) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions computed by reference to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion level of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Seller, and Buyer shall receive all rents Seller Group member, or Seller Subsidiary. (ii) All charges for water, wastewater treatment, sewers, electricity, fuel, gas, telephone, garbage and other income accruing, and shall pay all other expenses accrued or incurred, in connection with utilities relating to the ownership or operation of Transferred Real Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other incomeClosing Date, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, with Sellers being liable to the extent such rents or other income items relate to the period ending on or before Pre-Closing Tax Period, and Purchaser being liable to the Closingextent such items relate to the Post-Closing Tax Period. (b) If any of the foregoing proration amounts cannot be determined as of the Closing Date due to final invoices not being issued as of the Closing Date, Purchasers and Sellers shall prorate such rents or items as and when the actual invoices are issued to the appropriate Party. The Party owing amounts to the other income by means of such prorations shall be paid to Seller pay the same within ten thirty (1030) days after end delivery of a written request by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementpaying Party.

Prorations. The following All items of income and expense arising from the operation of the Stations with respect to the Purchased Assets and the Assumed Contracts on or before the close of business on the Closing Date shall be prorated for the account of the Seller and thereafter shall be for the account of the Purchaser. Proration of the items described below between Buyer the Seller and Seller the Purchaser shall be effective as of 11:59 p.m. p.m., local time time, on such date and shall occur as follows with respect to those rights, liabilities and obligations of the day immediately preceding Seller transferred to and assumed by the Purchaser hereunder. (a) Liability for state and local taxes assessed on the Purchased Assets payable with respect to the tax year in which the Closing Date, Date falls and the annual FCC regulatory fee for the Stations payable with respect to the year in which the Closing Date falls shall each be prorated as between the Seller and the Purchaser on the basis of the actual number of days of the tax year elapsed during to and including such date. (b) Prepaid items, deposits, credits and accruals such as water, electricity, telephone, other utility and service charges, lease expenses, license fees (if any) and payments under any contracts or utility services to be assumed by the month in Purchaser shall be prorated between the Seller and the Purchaser on the basis of the period of time to which such liabilities, prepaid items and accruals apply. All prorations shall be made and paid insofar as feasible on the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date; any prorations not made on such date shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following practicable (not to exceed 90 days) thereafter. The Seller and the Closing. In addition Purchaser agree to the foregoing apportionmentsassume, Seller shall receive pay and perform all rents and other income accruedcosts, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income liabilities and expenses shall be prorated as allocated to each of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing them pursuant to this AgreementSection 15.2.

Prorations. The following matters and items shall be apportioned between the parties hereto or, where applicable, credited in total to a particular party hereto, as of the Closing: (a) Taxes, including, without limitation, real estate taxes and assessments, personal property, business, prepaid gaming and occupation taxes, if any (based on the most current available information), and water and sewer charges shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, or charged on the basis of applicable governmental records, and shall be readjusted when the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property bills are available pursuant to Section 13.10. Such taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available assessed for the fiscal year in shall be prorated as of the date on which the Closing occurs▇▇▇▇▇▇▇▇ are received with respect thereto, with due allowance to be made Seller being responsible for the maximum available discount or other exemptions taxes accrued with respect to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property periods before the Closing Date, and Buyer shall receive being responsible for all rents subsequent periods. (b) Telephone and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses utility services shall be prorated as of the ClosingClosing Date. Rents and other incomeAll deposits, if any, collected made by Seller as security under any public service contract shall be credited to Seller if the same remain on deposit for the benefit of Buyer. Where possible, cut-off meter readings shall be secured for all utilities as of the Closing Date. (c) Any amount prepaid or payable under any lease or option agreement shall be prorated at the Closing and any accrued rental and any percentage rental under space leases shall be prorated as and when collected. All security deposits held by Seller, including customer deposits held in the casino cage, shall be transferred to Buyer, and all obligations with respect to such security deposits shall be assumed by Buyer on the Closing Date. (d) Fees paid or payable for transferable licenses and permits shall be prorated as of the Closing Date. (e) With respect to the Business Assets and business operations then sold and conveyed to Buyer, Seller’s insurance shall be canceled on the Closing Date, and Seller shall retain all prepaid premiums and be responsible for any additional premiums due on or after the Closing shall be applied first Date due to any amounts due insurance audit or retrospective rating adjustments that were incurred prior to Buyer Closing and then, any payment of claims within the applicable deductibles required to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collectedthereunder. Buyer shall incur no obligation arrange for immediate effectiveness of Buyer’s own insurance coverage as of the Closing Date. (f) On the Closing Date, such other items shall be prorated as are provided for in this Agreement or as are normally prorated and adjusted in the sale of a casino business, including, without limitation, all deposits and prepaid items that inure to Seller for Buyer's failure to collect such rentals or other income. All security the benefit of Buyer (including, but not limited to, prepaid insurance) and the interest on the Assumed Obligations and on any other refundable deposits paid obligations being assumed by tenants to Seller pursuant to tenant leases Buyer hereunder as of the Closing Date. In making apportionments, all prepaid rents and similar items shall be delivered by certified funds prorated on the basis of the number of days of occupancy before and after the time set for such adjustments to Buyer at be made, and all prepaid taxes, charges and impositions shall be prorated on the Closing basis of the number of days of the applicable tax year, or on the basis of unit costs or, at Seller's optionif this is not practicable, credited to Buyer against on the cash portion basis of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations number of days before and after that are to be made after the Closing pursuant to this Agreementtime.

Prorations. The following (a) Rents, assessments and real and personal property taxes, operating income and expenses (including without limitation, utilities) and, to the extent provided in Section 16(c)(iii) license fees, associated with the operation of the Assets, and current installments of any LID assessments which are included in the Permitted Exceptions shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Closing Date based upon actual days involved. Real and personal property taxes and operating expenses shall be prorated on the basis of the day immediately preceding best information available as of Closing. If after Closing real or personal property taxes or other operating expenses or income are determined to be different from those apportioned at Closing, then the parties shall, within thirty (30) days of such determination, promptly adjust the prorated amount to actual by payment from the party who paid too little or received too much of a credit at Closing. If the Real Property is revalued as a result of the sale transaction, there shall be no additional proration of real and personal taxes as a result of the sale transaction; (b) all expenses, other than the payroll and employee benefits covered in Section 19 of this Agreement, related to the ownership or operation of the Assets (including but not limited to the obligations under the Contracts assumed by Buyer), shall be prorated as of the Closing Date with Seller responsible therefor for the period prior to the Closing Date and with Buyer responsible therefor for the period from and after the Closing Date; (c) if applicable, Buyer shall pay any filing fees and other costs associated with Seller’s or Buyer’s compliance with the Antitrust Improvements Act of 1976 (the “HSR Act”) as the same relates to the transaction provided for herein or in the Related Agreements; and (d) All prorations shall be made on the basis of the actual number of days of the year and month which have elapsed during the month in which as of the Closing occurs: general Date. The amount of proration shall be adjusted in cash after the Closing, as and special county when complete and city real property taxes accurate information becomes available. Seller and special assessments Buyer shall cooperate in making post-Closing adjustments to prorations other than those described in Section 16(b) above, within thirty (collectively30) days following Closing and, "Taxes"if and to the extent possible, it shall make adjustments with respect to the prorations described in Section 16(b) within ninety (90) days following Closing; and (e) Buyer and Seller agree that the following shall not be subject to proration at Closing: (i) no provision is made for the tax period then proration of water charges, sewer, electricity, fuel charges, utility charges, refuse, solid waste disposal charges, telephone, gas or other utility charges as Seller shall terminate its account with the providers of all such services as of the Closing Date and Buyer shall, prior to the Closing Date, make application to the providers of such services for the continuation of such services in effect the name of Buyer. It is anticipated that in connection with all such services the meters will be read on or about the Closing Date and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes the Seller shall be based responsible for paying the bills for such services accruing on and prior to the most recent official tax bills or notice of valuation available Closing Date and Buyer shall be responsible for the fiscal payment of all such charges accruing after the Closing Date; (ii) no provision has been made for the proration of premiums for any insurance policies relating to the Property whether for liability, fire, theft, damage or other casualty, and Seller shall terminate such policies as of the date of Closing. Buyer shall be responsible for obtaining as of the date of Closing all insurance necessary to insure Buyer for liability, theft, fire, and casualty; and (iii) no provision has been made for the proration of any license fees paid by Seller for the year in which the Closing occurs, with due allowance to be made for occurs unless Buyer obtains the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or benefit of any portion such license fees as part of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurredits licensure application process, in connection with which case the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses same shall be prorated as of at closing based on the Closing. Rents and other income, if any, collected benefit derived by Buyer after each party from the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits fees so paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. (a) All items that affect the Business or the Purchased Assets and that relate, in whole or in part, to periods on or prior to the effective time of the Closing, will be apportioned as of the Closing Date (the “Proration Items”), and representatives of Seller and Buyer will, if practicable, examine all relevant books and records as of the Closing Date in order to make the determination of such apportionments. The following shall net amount of all Proration Items will be prorated between settled and paid on the Closing Date to the extent practicable, or as soon thereafter as is reasonably possible. In the event that the amount of any of the Proration Items is not known by Seller and Buyer at the Closing, the proration will be made based upon the amount of the most recent cost of such Proration Item to Seller. After Closing, Buyer and Seller as each will provide to the other prompt written notice of 11:59 p.m. local time of each invoice relating to any Proration Item so estimated. Within ten days thereafter, Buyer and Seller will make any payment to the day immediately preceding other that is necessary to compensate for any difference between the proration made at the Closing Date, on and the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be correct proration based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and invoice. Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first will each fully cooperate to any amounts due to Buyer and thenavoid, to the extent such rents legally possible, the payment of duplicate personal property taxes, and each will furnish, at the request of the other, proof of payment of any personal property taxes or other income relate documentation that is a prerequisite to avoiding payment of a duplicate tax. (b) If either Buyer or Seller (a “Payor”) pays a Proration Item for which the other (a “Payee”) is obligated in whole or in part under this Section 7.6, the Payor will present to the period ending on Payee evidence of payment and a statement setting forth the Payee’s proportionate share of such Proration Item, and the Payee will promptly pay its share to the Payor. In the event either Buyer or before Seller (as applicable, a “Recipient”) receives payments, or the Closingbenefit of payments, such rents of a Proration Item to which the other (a “Beneficiary”) is entitled in whole or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to part under this Agreement, the Recipient will promptly pay such amount to the Beneficiary.

Prorations. 5.4.1 The following shall be prorated between Buyer Seller and Seller Purchaser as of 11:59 p.m. local time of the day immediately preceding 12:01 a.m. on the Closing Date, Date (on the basis of the actual number of days elapsed during over the applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Rent for the month of Closing actually collected by Seller shall be prorated between Purchaser and Seller with Purchaser receiving rent for the day of Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all cash security or other deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the form of letters of credit. Rents which are “delinquent” (i.e., due but not paid) as of the Closing Date (the “Delinquent Rent”) shall not be prorated on the Closing Date. Purchaser shall deliver or provide a credit in an amount equal to seventy-five percent (75%) of the Delinquent Rent to Seller on the Closing Date, and all rights to receive such Delinquent Rent shall be assigned to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant, and the Closing Date, and the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs: general , in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. If any tenant of the Property is obligated to reimburse Seller for additional rental type items which are billed to the tenants on an estimated basis, then Seller shall prepare a reconciliation of such amounts prior to the Closing Date and special county shall provide Purchaser with a credit for any amounts allocable to periods following the Closing Date. (d) All operating expenses customarily apportioned between sellers and city purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under the Assigned Contracts assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings, it being the intent of the parties that Seller shall use commercially reasonable efforts to cause meter readings to be completed such that all utility bills will be paid by Seller relating to periods up to the Closing Date by Seller as of the Closing Date. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and special assessments sales taxes, if any. (collectivelyl) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) If Purchaser shall be assuming the Existing Financing, "Taxes"interest payable on the Existing Financing. (a) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th ) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to the apportionment of taxes at the Closing shall be made upon the basis of the tax rate or assessment for the maximum available discount or other exemptions preceding fiscal year applied to the extent permissible latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. (b) If Purchaser shall be assuming the Existing Financing, Purchaser shall be given a credit at the Closing for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion then current principal balance of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer Existing Financing and Seller shall adjust be given a credit for the actual Taxes between Buyer amount of all security, escrows and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, deposits held in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, Existing Financing (to the extent not replaced by Purchaser or released by Existing Lender). Seller agrees to provide Purchaser with a list of all such rents or other income relate to security, escrows and deposits currently held by Existing Lender, together with the period ending on or before the Closingapproximate current balances thereof, such rents or other income shall be paid to Seller within ten five (105) days after end following the date of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement. 5.4.3 The provisions of this Section 5.4 shall survive the Closing.

Prorations. The following shall be prorated between Buyer Except as otherwise set forth in this Agreement, all taxes and Seller as of 11:59 p.m. local time other operating expenses and revenue of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents and other income, if any, collected by Buyer after Taxes shall be prorated based upon the current year's tax taking into account the maximum available discount. If the Closing takes place and the current year's taxes are not fixed and the current year's assessment is available, taxes shall be applied first prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes shall be prorated on the prior year's tax taking into account the maximum available discount. In the event the tax proration is incorrect on the Closing Date because the property is reassessed for the tax year of the Closing by the governmental agency having jurisdiction over the Property, subsequent to any amounts due to Buyer and thenthe Closing Date, BUYER or SELLER shall be entitled, as the case may be, to the extent a reproration of such rents or other income relate taxes upon written request made to the period ending on other party. SELLER or before BUYER shall remit the Closing, such rents or other income shall be paid to Seller reproration adjustment amount requested within ten (10) days after end of request therefor. In the event SELLER or BUYER fails to remit the reproration amount requested within said ten (10) day period, the party seeking reimbursement shall be entitled to all costs of collection, including all attorneys' fees and costs incurred in collection thereof and the amount owing shall bear interest at the highest lawful rate until paid, it being acknowledged that this right shall survive Closing and delivery of the month Special Warranty Deed. Any rents received by SELLER in which such amounts were collectedrespect of the period after the Closing Date shall be promptly remitted to BUYER. Buyer With regard to delinquent rents, if any, BUYER shall incur no obligation not be held responsible for and BUYER shall not be required to Seller for Buyer's failure institute any proceedings whatsoever to collect such rentals or other incomedelinquent rents. However, all rents received by BUYER attributable to periods prior to the Closing Date shall be promptly remitted by BUYER to SELLER. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases rents collected after the Closing shall be delivered by certified funds first applied to Buyer at current rents due, then to rents for periods prior to the Closing or, at Seller's option, credited Date unless they are clearly intended by the tenant to Buyer against apply for the cash portion period prior to Closing in which event they shall be promptly remitted to SELLER. This obligation to remit shall survive the Closing and delivery of the Purchase Price Special Warranty Deed. SELLER shall deliver to BUYER at the Closing. Escrow Holder , copies of such statements, invoices bills and receipts as shall not be concerned with requested by BUYER to enable BUYER to verify the accuracy of the amounts of any prorations that are made pursuant to this paragraph. BUYER shall be credited at Closing with all advance rentals and tenant security deposits previously paid to SELLER. All prorations shall be made so that SELLER has the benefit of all income and the burden of all expenses up to and including the Closing Date and BUYER has the benefit of all income and the burden of all expenses after the Closing pursuant to this AgreementDate.

Prorations. The following shall be prorated between Buyer and Seller as (a) As of 11:59 p.m. local time of the day immediately preceding the Closing Date, each Subsequent Closing Date and the Distribution Center Closing Date (as applicable) all items set forth on the basis Section 2.11 of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses Disclosure Schedules shall be prorated as of the Closing, such Subsequent Closing or Distribution Center Closing (collectively, the “Prorated Charges”). Rents Whenever possible, such prorations shall be based on actual, current payments by Seller or its Affiliates and other incometo the extent such actual amounts are not available, such prorations shall be estimated as of the Closing, such Subsequent Closing and Distribution Center Closing (as applicable) based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by Buyer and Parent, and Buyer or Parent, as the case may be, promptly (but not later than ten (10) Business Days after notice of payment due) shall make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and Parent. (b) Percentage rent payable under each Acquired Lease shall be prorated at the end of the current lease year for each Acquired Lease in accordance with the terms of the applicable Acquired Lease, and otherwise the percentage rent payable, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid by Buyer when due and Seller shall promptly reimburse Buyer a portion thereof determined by multiplying (A) a fraction, the numerator of which is the amount of Seller’s or its Affiliates’ gross annual sales at such Acquired Store from the first day of such lease year to Seller (and excluding) the Closing Date or the applicable Subsequent Closing Date (as applicable), and the denominator of which is the sum of Buyer’s and its Affiliates’ and Seller’s and its Affiliates’ gross annual sales at such Acquired Store for the entire lease year, times (B) the amount of percentage rent actually due under the Acquired Lease for such Acquired Store. Seller, upon the request of Buyer, shall promptly provide Buyer with such information as Buyer shall be required to submit to landlords under the Acquired Leases in connection with the payment of percentage rent with respect to the Acquired Stores. (c) Buyer and Parent shall cooperate in good faith to resolve any dispute with respect to prorations. In the event Buyer and Parent are unable to resolve such dispute within ten twenty (1020) days Business Days after end the date such dispute arose, Buyer and Parent shall submit the items remaining for resolution in writing, together with such written evidence as Buyer or Parent may elect to include, to an Independent Accounting Firm. The Independent Accounting Firm shall, within twenty (20) Business Days of such submission, resolve any differences between Buyer and Parent and such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the month in which such amounts were collectedparties. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security The costs, fees and any other refundable deposits paid by tenants to Seller pursuant to tenant leases expenses of the Independent Accounting Firm shall be delivered borne equally by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementand Parent.

Prorations. The following (a) Subject to the terms and provisions of the Purchase Agreement, utility charges for the billing period in which the Closing Date occurs, real and personal property taxes attributable to the Facility, and any other items of revenue or expense attributable to the Facility (the “Prorated Items”) shall be prorated between Buyer Transferor and Seller New Operator as of 11:59 p.m. local time of the day immediately preceding the Closing Date, such that all items of income and expense accruing on the Closing Date shall be for the account of New Operator. In general, such prorations shall be made so as to reimburse Transferor for prepaid expense to the extent such expense is attributable to periods from and after the Closing Date and to charge Transferor for expenses accrued but unpaid as of the Closing Date. The intent of this provision shall be implemented by New Operator remitting to Transferor any invoices for Prorated Items that reflect a service date before the Closing Date and by New Operator assuming responsibility for the payment of any invoices for Prorated Items that reflect a service date after the Closing Date with any overage or shortage in payments by either party to be adjusted and paid as provided in Sections 1.8(b) and (c). Transferor agrees to assist in the orderly transfer of utilities, phone systems, alarm systems, and any other specialized equipment requiring dedicated lines and to provide to New Operator contact information for all requested services. (b) All such prorations shall be made on the basis of the actual number of days elapsed during in the month in which the Closing occurs: general relevant accounting, billing or revenue period and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice information available to Transferor. Utility charges which are not metered and read as of valuation available for the fiscal year in which the Closing occurs, with due allowance to Date shall be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accruedestimated based on prior charges, and shall pay be re-prorated upon receipt of statements therefor. (c) To the extent possible and based on reasonable estimates, the parties shall make all other expenses accrued or incurred, in connection with the ownership or operation of Property before prorations on the Closing Date, and Buyer . All amounts owing from one party hereto to the other party hereto that require adjustment after the Closing Date shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurredbe settled within thirty (30) days after the Closing Date or, in connection with the ownership or operation of Property on or event the information necessary for such adjustment is not available within said thirty (30) day period, then as soon thereafter as practicable; provided, however, that all such adjustments shall be made within one (1) year after the Closing Date. (d) Within thirty (30) days after the Closing Date, all of which rents, other income and expenses New Operator shall be prorated as of transfer to Transferor an amount equal to any ▇▇▇▇▇ cash remaining at the Closing. Rents and other income, if any, collected by Buyer after Facility on the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date: (a) All taxes, on assessments and the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated on an accrual basis in accordance with generally accepted accounting principles with Seller responsible for all taxes, assessments and expenses and entitled to all income for the period prior to the Closing Date and the Buyer responsible for all taxes, assessments and expenses and entitled to all income for the period as of and subsequent to Closing Date. Notwithstanding the foregoing, Seller will satisfy any special assessments as of Closing. (b) Buyer will receive a credit for the prorated amount of all rent (including Operating Expense as defined below) due prior to the Closing Date. Rents and other incomeNo prorations shall be made at Closing in relation to delinquent rents existing, if any, collected as of the Closing Date, nor for required tenant expense reimbursements which are not due as of the Closing Date; instead such items shall be prorated if and when received by Buyer, with (i) Buyer agreeing to use its good faith efforts to collect all amounts due and promptly forward Seller’s portion to Seller upon any such collection, (ii) Seller agreeing to cooperate with Buyer’s reasonable requests for information regarding prior lease histories and expense information, and (iii) both parties agreeing to provide reasonable information to the other as to the efforts of the reporting party. With regard to delinquent rentals and expense reimbursements, Seller shall not have the right to communicate with said tenants for collection of rent or other matters relating to the leases from and after the Closing. Buyer shall make a good faith attempt to collect such delinquent rentals and expense reimbursements after the Closing (although Buyer shall not be required to institute any eviction nor any suit or collection procedures for delinquencies), but all rents and expense reimbursements shall be applied first to any amounts due reasonable out-of-pocket expenses which Buyer may have incurred in collecting the delinquent rents and/or expense reimbursements and then to the rents and expense reimbursements owing to Buyer and then, before being applied to the extent such rents or other income relate any delinquencies which were owed to the period ending on or before Seller at Closing. If Buyer collects any delinquent rentals and/or expense reimbursements after the Closing, such rents or other income amounts owed to Seller based on the immediately preceding sentence shall be paid remitted to Seller within ten fifteen (1015) days after end from receipt by Buyer. (c) Seller shall prepare a reconciliation as of the month in Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for common area operating expenses or similar charges and tax escalations owed under the leases (collectively, “Operating Expenses”), which reconciliation shall include accurate information reasonably detailing such billing and charges. If more amounts were collected. have been expended for Operating Expenses than have been collected from tenants for Operating Expenses, Buyer shall incur no obligation pay such difference to Seller at Closing as an addition to the Purchase Price. If more amounts have been collected from tenants for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Operating Expenses than have been expended for Operating Expenses, Seller pursuant to tenant leases shall be delivered by certified funds will pay to Buyer at the Closing orClosing, at Seller's option, credited to Buyer as a credit against the cash portion Purchase Price, such excess collected amount. Buyer and Seller agree that such proration of the Purchase Price Operating Expenses at the ClosingClosing will fully relieve Seller from any responsibility to tenants and Buyer for such matters. Escrow Holder shall not In this regard, Buyer will be concerned with any prorations that are to be made solely responsible, from and after the Closing pursuant Date, for (i) collecting from tenants the amount of any outstanding Operating Expenses for periods before and after the Closing and (ii) where appropriate, reimbursing tenants for amounts attributable to Operating Expenses, as may be necessary based on annual reconciliations for Operating Expenses. (d) If any errors or omissions are made at the Closing regarding prorations, the parties shall make the appropriate corrections promptly after the discovery thereof. The provisions of this AgreementSection 5.5 shall survive the Closing.

Prorations. The following All items which would normally and customarily be prorated in a real estate sale, including real estate taxes, personal property or use taxes, and sales taxes, installments of general and special assessments due and payable in the year of Closing, utility bills, annual installments of any assessment, amounts due or revenues under the Assumed Property Contracts and any prepaid amounts related to the foregoing, shall be prorated between Buyer and Seller as of 11:59 p.m. local time of on the day immediately preceding before the Closing Date, with Seller being charged and credited for all of same prior to the Closing Date, and Purchaser being charged and credited for all of same on and after the Closing Date. Rent and other amounts due by the GSA Tenant under the GSA Lease will be prorated as of the Closing Date and will be paid to the party entitled to receive such payment promptly upon being collected. Taxes will be prorated using the maximum discount allowed by law. If the actual amounts of certain agreed upon items to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the actual number of best evidence then available; provided that, within one hundred twenty (120) days elapsed during the month in after Closing, Purchaser and Seller will make a further adjustment for all such amounts which may have accrued or been incurred prior to the Closing occurs: general and special county and city Date (including, but not limited to, real property taxes and special assessments (collectivelyestate taxes), "Taxes") for but not received or paid at that date. In the tax period then event that any item of income or expense is prorated at Closing in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy error or policies). Proration of Taxes shall be based on the most recent official tax bills basis of an estimate, or notice if it is determined that the parties failed to prorate an item at Closing which should have been prorated, Purchaser and Seller agree to make a further adjustment of valuation available for the fiscal year in which the Closing occurs, with due allowance such item(s) at a final reconciliation to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property performed within one (or any portion of the Property1) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or year after the Closing Date, all of which rents, other income and expenses shall be prorated as of . To the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first extent that either party is required to any amounts due to Buyer and then, pay to the extent other any sum based on the foregoing post-Closing adjustments of prorated items, Purchaser and Seller each agree to make such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller payments within ten fifteen (1015) days after end of the month in which such amounts were collectedpost-Closing adjustments have been calculated and agreed to. Buyer This provision shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the survive Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The At Closing, the following prorations shall be prorated between Buyer and Seller made as of 11:59 p.m. local time of the day immediately preceding midnight on the Closing Date. Seller shall furnish to Purchaser and Title Company a draft Closing Statement three (3) days prior to the expected Closing Date containing the following pro-rations of income and expense and the apportionment of taxes: (a) All collected rents and other income with respect to the Property, on the basis of the actual number of days elapsed during if any, for the month in which the Closing occurs: general , and special county real estate and city real personal property taxes and special other assessments (collectively, "Taxes") with respect to the Property for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the date of Closing. Rents If the Closing shall occur before all of the rents from the Property have actually been paid for the month in which the Closing occurs, the apportionment of any such rent shall be upon the basis of such rents actually received by the Seller. Subsequent to the Closing, if any rents for the month of closing, or for prior rental periods, are actually received by Purchaser, promptly after its receipt of such rents, Purchaser shall apply first, to satisfy such tenant’s current due and owing rent obligations relating to the period after the Closing Date; second, to satisfy such delinquent rent obligations relating to the period in which the Closing Date occurred; and third, to satisfy such delinquent rent obligations relating to the period prior to the Closing Date. Purchaser shall make a good faith effort and attempt to collect any such rents not apportioned at the Closing, for the benefit of Seller. Purchaser shall receive credit against the Purchase Price for the amount of any refundable and non-refundable security deposits and fees for which the Seller is accountable (plus accrued interest thereon as required by law), cleaning, administrative, redecorating, pet, key or other incomedeposits and fees (with the exception of application fees) and prepaid rentals for a later calendar month. Upon Closing, Purchaser shall assume Seller’s obligations for such fees as noted herein to the extent Purchaser has received credit against the Purchase Price for such fees. Purchaser will defend, indemnify, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits or other fees credited to Purchaser. Seller will indemnify and hold Purchaser harmless from and against any demands and claims made by tenants arising out of any security deposits not credited to Purchaser. For utility charges, Seller and Purchaser shall use their best efforts to cause all utility ▇▇▇▇▇▇▇▇ to be closed and billed by the respective utility companies as of the Closing Date in order that utility charges may be separately billed for the periods prior to and after the Closing Date. In the event any such utility charges are not separately billed, the same shall be prorated. In connection with any such proration, it shall be presumed that utility charges were uniformly incurred during the billing period in which the Closing Date occurs. (b) If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon one hundred five percent (105%) the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment; provided, however, if the taxes for such period increase due to a valuation of the Property that is due solely to the sale of the Property to Purchaser, Seller shall not be allocated any portion of said increase resulting from such revaluation. Seller shall pay all special tax assessments, if any, collected by Buyer after pending against the Closing shall be applied first to any amounts due to Buyer and then, Property prior to the extent such rents or other income relate to Closing. (c) Intentionally omitted (d) Intentionally omitted (e) Intentionally omitted (f) Any ▇▇▇▇▇ cash maintained at the period ending on or before Property for day-to-day operations shall remain the property of Seller at Closing. (g) The agreements of Seller and Purchaser set forth in this Section 6.3 shall survive the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following prorations relating to the Purchased Assets and the ownership and operation of the Business set forth in this Section 4.6 will be made as of the Closing. The prorations shall be estimated and prepared by Sellers and included in the Estimated Closing Statement and the Final Closing Statement delivered to Buyer pursuant to Section 4.1 and Section 4.3, respectively (in each case to the extent not already reflected in the Estimated Closing Net Working Capital). (a) Utility meters will be read, to the extent that the utility company will do so, during the daylight hours on the Closing Date (or as near as practicable prior thereto), with charges to that time paid by Sellers and charges thereafter paid by Buyer. Prepaid utility charges shall be adjusted on the Estimated Closing Statement and Final Closing Statement. Charges for utilities which are un-metered, or the meters for which have not been read on the Closing Date, will be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated Sellers as of the Closing. Rents Sellers or Buyer, as appropriate, shall, upon receipt, submit a copy of the utility ▇▇▇▇▇▇▇▇ for any such charges to the other party and such receiving party shall pay its pro-rata share of such charges to the submitting party within seven (7) days from the date of any such submission (to the extent not already reflected in the Estimated Closing Net Working Capital). (b) All income and expenses pursuant to the Assumed Contracts will be prorated between Buyer and Sellers as of the Closing Date on the Estimated Closing Statement and Final Closing Statement. Sellers shall receive a credit on the Estimated Closing Statement and Final Closing Statement for (i) the amount of any prepaid rents related to periods from and after the Closing, and (ii) security deposits, or other incomedeposits previously paid by Sellers under the Assumed Contracts, if any, less any such amounts paid to and collected by Sellers under the Assumed Contracts. Any amounts received by Buyer under the Assumed Contracts related to any period prior to the Closing shall be promptly paid to Sellers. Any amounts received by Sellers under the Assumed Contracts related to any period after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be promptly paid to Seller within ten (10) days after end of Buyer. Except as otherwise specified in this Section 4.6 or agreed by the month in which such amounts were collected. Buyer shall incur no obligation parties or with respect to Seller for Buyer's failure adjustments to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at made pursuant to Section 4.3, the Closing. Escrow Holder shall not net amount of all such prorations will be concerned with any prorations that are to be made after settled and paid on the Closing pursuant to this AgreementDate.

Prorations. The At Closing, the following prorations shall be prorated between Buyer and Seller made as of 11:59 p.m. local time of the day immediately preceding midnight on the Closing Date. Seller shall furnish to Purchaser and Title Company a draft Closing Statement three (3) days prior to the expected Closing Date containing the following pro-rations of income and expense and the apportionment of taxes: (a) All collected rents and other income with respect to the Property, on the basis of the actual number of days elapsed during if any, for the month in which the Closing occurs: general , and special county real estate and city real personal property taxes and special other assessments (collectively, "Taxes") with respect to the Property for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the date of Closing. Rents If the Closing shall occur before all of the rents from the Property have actually been paid for the month in which the Closing occurs, the apportionment of any such rent shall be upon the basis of such rents actually received by the Seller. Subsequent to the Closing, if any rents for the month of closing, or for prior rental periods, are actually received by Purchaser, promptly after its receipt of such rents, Purchaser shall apply first, to satisfy such tenant’s current due and owing rent obligations relating to the period after the Closing Date; second, to satisfy such delinquent rent obligations relating to the period in which the Closing Date occurred; and third, to satisfy such delinquent rent obligations relating to the period prior to the Closing Date. Purchaser shall make a good faith effort and attempt to collect any such rents not apportioned at the Closing, for the benefit of Seller. Purchaser shall receive credit against the Purchase Price for the amount of any refundable and non-refundable security deposits and fees for which the Seller is accountable (plus accrued interest thereon as required by law), cleaning, administrative, redecorating, pet, key or other incomedeposits and fees (with the exception of application fees) and prepaid rentals for a later calendar month. Upon Closing, Purchaser shall assume Seller’s obligations for such fees as noted herein to the extent Purchaser has received credit against the Purchase Price for such fees. Purchaser will defend, indemnify, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits or other fees credited to Purchaser. Seller will indemnify and hold Purchaser harmless from and against any demands and claims made by tenants arising out of any security deposits not credited to Purchaser. For utility charges, Seller and Purchaser shall use their best efforts to cause all utility ▇▇▇▇▇▇▇▇ to be closed and billed by the respective utility companies as of the Closing Date in order that utility charges may be separately billed for the periods prior to and after the Closing Date. In the event any such utility charges are not separately billed, the same shall be prorated. In connection with any such proration, it shall be presumed that utility charges were uniformly incurred during the billing period in which the Closing Date occurs. (b) If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon one hundred five percent (105%) the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment; provided, however, if the taxes for such period increase due to a valuation of the Property that is due solely to the sale of the Property to Purchaser, Seller shall not be allocated any portion of said increase resulting from such revaluation. Seller shall pay all special tax assessments, if any, collected by Buyer after pending against the Closing shall be applied first to any amounts due to Buyer and then, Property prior to the extent such rents or Closing. (c) The monthly installment of principal and interest and any other income relate charges due under the Existing Loan with respect to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation Closing occurs will be prorated as of the Closing Date, Seller will transfer its interest in all escrows held by VHDA to Purchaser, and Purchaser will pay to Seller at Closing, in addition to the Purchase Price, the principal amount of all such escrows, provided that Seller assigns the escrows and VHDA acknowledges the transfer. However, if VHDA does not permit Seller to assign the escrows to Purchaser or the transfer of the escrows is otherwise impractical, Seller shall be entitled to receive the full amount of all escrow accounts, Purchaser shall have no interest in any funds escrowed or deposited by Seller with VHDA, and Purchaser shall be responsible for Buyer's failure to collect such rentals or other income. All security funding all escrows as required by VHDA. (d) Seller shall be charged, and the Purchaser credited, with interest accrued but unpaid on the indebtedness secured by the First Deed of Trust, together with any other refundable deposits paid by tenants to monthly charges and amounts normally due thereunder through the Closing. (e) Seller pursuant to tenant leases shall be delivered by certified credited, and Purchaser charged, for the existing balances as of the date of Closing for all escrow, reserve and deposit accounts or funds held for the holder of the First Deed of Trust for real and personal property ad valorem taxes, insurance, replacement reserves, debt service reserves for principal and interest, rebate reserves, and the like, all of which account balances shall be transferred to Buyer Purchaser at Closing. (f) Any ▇▇▇▇▇ cash maintained at the Closing or, Property for day-to-day operations shall remain the property of Seller at Seller's option, credited to Buyer against the cash portion Closing. (g) The agreements of the Purchase Price at Seller and Purchaser set forth in this Section 6.3 shall survive the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following 6.7.1. Real property taxes, personal property taxes, assessments, rents, and CAM expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. All security deposits shall be paid over to Buyer. Rents and CAM expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents attributable to periods prior to the Close of Escrow and which are collected by Buyer or Seller shall be retained by or paid to Seller; provided, however, that any amounts collected by Buyer or Seller shall be first applied to any rents then due to Buyer and, if collected by Seller, remitted to Buyer for such purpose. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not (a) cause Tenant to be delinquent for their current rent or become financially unstable or (b) have the right to seek eviction of the Tenant by unlawful detainer or other means. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If after Close of Escrow either party receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. All prorations shall be based on a 360-day year. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Real Property entered into prior to execution of the Agreement including, but not limited to, commissions for lease renewals and expansion options, shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for lease commission claims brought against the Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of 11:59 p.m. local time ownership bears to the primary term of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurrednew Lease subject, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and thenevents, to the extent such rents prior approval of said Leases as herein provided by Buyer pursuant to Paragraph 7.3. 6.7.3. Seller agrees to indemnify and hold Buyer harmless from any and all liabilities, claims, demands, suits, and judgments, of any kind or other income relate to nature, including court costs and reasonable attorney fees (except those items which under the period ending terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the Closing, such rents or other income shall be paid Close of Escrow and which are in any way related to Seller within ten (10) days after end of the month in which such amounts were collectedProperty. 6.7.4. Buyer shall incur no obligation agrees to indemnify and hold Seller for Buyer's failure harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys fees, brought by third parties and based on events occurring subsequent to collect such rentals or other income. All security the Close of Escrow and which are in any other refundable deposits paid by tenants way related to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementProperty.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses accounts shall be prorated as of the Closing Date and purchased in cash by Purchaser or credited against cash due to Seller or due from Purchaser, as applicable: (a) Real estate, personal property taxes, ad valorem taxes and sanitary sewer assessments and similar impositions on the Property (the “Taxes”) if any, for the period prior to Closing shall be prorated as of the Closing Date. The Taxes for the year in which the Closing occurs shall be prorated as of the Closing Date based on the assessment for that year if the assessed value and applicable rates are known at the time of Closing. Rents ; otherwise, Taxes shall be prorated on the basis of the most recent ascertainable assessed value and other incomerates. (b) All prepaid rents and amounts payable under the leases, license agreements, service, operating and maintenance contracts assigned to and assumed by the Purchaser, as set forth herein, to the extent same shall cover periods subsequent to Closing shall be credited to Seller. (c) Amounts prepaid as fees for business permits and licenses which are permitted by law to be assigned to and credited to Seller. (d) Refundable deposits paid to Seller as lessor under leases or agreements that Purchaser agrees to assume and advance deposits received by Seller for reservations on and after the date of Closing shall transfer to Purchaser, and Purchaser shall thereupon acquire and assume all of Seller’s rights and obligations, if any, collected by Buyer after in and to such deposits. (e) All charges for utilities and telephones shall be prorated as of the Closing Date. Purchaser shall transfer all utilities including telephones into its name as of the Closing Date and shall pay all charges therefor from and after Closing. (f) All Lender Held Escrows shall be applied first to any amounts due to Buyer assumed by Purchaser and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid credited to Seller within ten (10) days after end as of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following shall items are to be prorated apportioned between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding before the Closing Date, except as otherwise set forth below: (a) Rents and Charges. Basic rents, percentage rents and payments or reimbursements for taxes, utilities and operating expenses and all other charges or reimbursables as and when collected under the Leases including without limitation charges for any special services provided to any Tenant, overtime HVAC or special cleaning (collectively, the "Rents"); provided, however, that all Rents collected after the Closing under the Leases shall be applied, on a Lease by Lease basis and unless any Tenant specifies otherwise with respect to a payment, first, to satisfy obligations attributable to the payment period in which Closing occurs, second, in payment of Rents due and payable for the period after the Closing Date, and third, after Rents for all current periods have been satisfied in full, in payment of Rents in arrears for the periods prior to the payment period in which the Closing occurs. At Closing, Seller shall assign to Buyer all of its claims or causes of action against existing Tenants, if any, provided, however, that if any such Tenant files a counterclaim or initiates an action against Seller which is not covered by Buyer's indemnity provided for under Section 33 below, then Seller shall retain such claims or causes of action (or such claims or causes of action shall be reassigned to Seller) to the extent necessary for Seller to assert a complete setoff or other defense against such Tenant's counterclaim or other action. If at the time of Closing (as reflected in a schedule to be delivered by Seller at Closing of all amounts known to Seller as due and payable by any Tenant for the period prior to Closing but uncollected as of Closing, whether or not past due) or thereafter there are Rents owed by Tenants to Seller, then Buyer will make commercially reasonable efforts, without suit, to collect the same for the account of Seller and any such Rents, if received, shall have been received by Buyer for the account of Seller and will be remitted by Buyer to Seller within 15 days of receipt. If, however, Buyer, in its sole discretion, elects to s▇▇ any Tenant for Rents in arrears for periods after Closing, Buyer shall include in such suit (and, upon recovery, pay to Seller) amounts due Seller from such Tenant (net of any prior collections and payments to Seller) for periods prior to Closing and Seller shall be responsible for incremental legal fees and expenses, if any, reasonably incurred by Buyer's counsel in prosecuting such action on Seller's behalf at the same time it is prosecuting such action on Buyer's behalf. Notwithstanding the foregoing, as to any Rents due Seller which are unpaid as of the date which is 45 days after such Rents are due, at Seller's option upon written notice to Buyer, Seller may for its own account, take such action as it may deem advisable to recover such past due Rents including the exercise of all legal or equitable remedies (except that Seller may not exercise any right to terminate a Lease, evict a Tenant or attach any Rents that become due after Closing) and from and after the date Seller gives Buyer notice of the exercise of such right, that part of the Rents due Seller which Seller elects to collect shall be deemed reassigned to Seller without any further document or instrument, and Buyer shall be released from any further obligation to make any efforts to collect such amounts except to reasonably cooperate with Seller's collection efforts (and Seller further agrees promptly to deliver to Buyer copies of all correspondence and legal papers filed in connection with such recovery efforts by Seller). Subject to the foregoing, Buyer shall also provide Seller with a written report on a monthly basis setting forth the status of the billing and collection of the Rents attributable to all periods prior to Closing. Seller expressly agrees that if Seller receives any Rents directly from Tenants after the Closing Date, Seller shall remit same to Buyer (but only to the extent such Rents have not been reassigned to Seller as provided herein) within 15 days after receipt thereof and Buyer shall deliver to Seller the amount thereof, if any, to which Seller is entitled pursuant to the terms hereof within 15 days after receipt thereof. All prepaid Rents and charges for the period following the Closing and all cash security or other cash deposits of Tenants held by Seller shall be paid over (or credited) by Seller to Buyer at Closing. Buyer shall also provide Seller with a written report on a monthly basis setting forth the status of the billing and collection of the Rents attributable to all periods prior to Closing. Except as set forth herein, Seller shall not be entitled to collect or attempt to collect Rents from Tenants except those whose Leases or rights to possession under the Leases have been terminated and have vacated their premises. (b) All percentage rentals received under the Leases for the year in which the Closing Date occurs shall be apportioned between Buyer and Seller pro-rata based on the percentage of such year the Project is owned by each. All other charges to or contributions by Tenants under the Leases for the period under such Leases which includes the Closing Date, including without limitation, payments or reimbursements, whether for taxes, utilities, other operating expenses or otherwise, shall be apportioned on the basis of the ratio which the expenses actually paid by each party for such period bears to the total of all expenses with respect to such period for which such payment was made by the Tenant. Such apportionments shall be adjusted as soon as practicable after the end of the current lease year, and at such time Buyer shall furnish Seller with statements in reasonable detail showing the calculation of such apportionments, rents and payments, and any adjustments shall be allocated for the portion to which it applies. If either Seller or Buyer shall have collected more than its share of such amounts payable under any Lease pursuant to this Section, such party shall promptly remit to the other the amount of such excess. If any Tenant is entitled to refunds of any such rents or charges, such refunds shall be paid by the party hereto that received such rents or charges. (c) Real property taxes and assessments and refunds for the tax year in which the Closing occurs. In the event a final tax b▇▇▇ is not available for such year at the Closing, the required proration shall be made on the basis of the most recent available tax b▇▇▇ and a further proration shall be made between the parties when the tax b▇▇▇ for the tax year in which the Closing occurs becomes available. If any proceeding for certiorari or other proceeding to determine the assessed value of the Project or the real property taxes payable with respect to the Project shall have been commenced prior to, and is pending as of, the Closing Date (a "Tax Protest"), Buyer and Seller shall agree upon the certiorari counsel who shall continue the prosecution of such proceeding or proceedings to completion. Buyer shall have the authority to settle or compromise any claim relating solely to the tax year in which the Closing Date occurs and the tax years thereafter and to receive and deliver to Seller any real estate tax refunds or abatements due to Seller net of costs of collection and refunds due to Tenants. Buyer shall consult with Seller with respect to settling or compromising claims relating to the tax year in which the Closing Date occurs. Seller shall have the right to be promptly informed as to the status of such proceedings. Seller shall have the authority to settle or compromise any claim relating solely to any tax year prior to the tax year in which the Closing Date occurs and to keep all amounts received on such claims, net of any refunds due to Tenants. The parties agree to cooperate with each other, and to execute any and all documents reasonably requested by the other party, in furtherance of the foregoing. (d) Fees and charges under such of the Service Contracts as are being assigned to and assumed by Buyer at the Closing, on the basis of the actual number periods to which such Service Contracts relate. (e) Utility charges, including water, sewer, steam, electricity and gas, vault taxes and maintenance charges, if any, for sewers (other than those charges required to be paid directly to the utility companies by any Tenant under its Lease). In conjunction with such prorations, Seller will assign to Buyer all utility deposits which are assignable (and Seller shall be credited with such amounts) and notify, or cause to be notified, all utilities servicing the Project of days elapsed during the month change in which ownership and direct that all future b▇▇▇▇▇▇▇ be made to Buyer at the address of the Project with no interruption of service. Seller shall use its reasonable efforts to procure final meter readings for all utilities as of the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, Date and to the extent the tax have bills do not accurately reflect the actual Taxes assessed against the Property rendered directly to Seller. (or any portion of the Propertyf) and allocable either At least three (3) business days prior to the period before the Closing or to the period after the Closing, then Buyer and Seller jointly shall adjust prepare a closing statement, subject to and in accordance with the actual Taxes between Buyer terms hereof, indicating the net amount due to either party as a result of the adjustments and Seller, outside prorations provided for herein. Any errors in the calculation of Escrow, apportionments shall be corrected or adjusted as soon as reasonably possible following practicable (but not more often than monthly) after the ClosingClosing Date. In addition If it is impracticable to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before apportion certain items hereunder on the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses such items shall be prorated apportioned and paid as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collectedsoon as practicable thereafter. Buyer shall incur no obligation agrees to Seller take necessary actions after Closing in a timely manner in order to make the adjustments and reprorations provided for hereunder, including, without limitation b▇▇▇▇▇▇▇ to Tenants and completion of Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller undertakings pursuant to tenant leases Subsection (b) above (other than collections) no later than April 30, 2000. (g) The provisions of this Section 5.1 shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the survive Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The 6.7.1. Real property taxes, assessments, rents, security deposits, and CAM expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and CAM expenses shall be approved by Buyer prior to Close of Escrow. Rents and other charges under the Lease that are delinquent as of the Close of Escrow will not be prorated, and rents and other amounts received by Buyer on or after the Close of Escrow in respect of the Lease will be applied in the following order: (i) to Buyer's actual out-of-pocket costs of collection incurred with respect to the collected amounts; (ii) to rents due under the Lease for the month in which the payment is received by Buyer; (iii) to rents attributable to any period after the Close of Escrow that are past due on the date of receipt; and (iv) to rents and other charges delinquent as of the Close of Escrow (and Buyer promptly will remit these amounts to the Seller). Buyer will use commercially reasonable efforts to collect any delinquent rents, provided that Buyer has no obligation to institute legal proceedings, including an action for unlawful detainer, against the Tenant. In no event will Seller commence or maintain any action after the Close of Escrow against the Tenant to collect any sums purportedly owed by the Tenant to Seller. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of 11:59 p.m. local time ownership bear to the primary term of the day immediately preceding new lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the Closing Dateterms of this Agreement specifically become the obligation of Buyer), on brought by the basis of the actual number of days elapsed during the month in which the Closing occurs: general Tenant or any other third parties and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending events occurring on or before the Closingdate of closing and which are in any way related to the Property, such rents or other income shall be paid and all expenses related thereto, including but not limited to Seller within ten (10) days after end of the month in which such amounts were collectedcourt costs and attorneys' fees. 6.7.4. Buyer shall incur no obligation agrees to indemnify and hold Seller for Buyer's failure to collect such rentals harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or other income. All security nature, including court costs and reasonable attorneys' fees, brought by the Tenant or any other refundable deposits paid by tenants third parties and based on events occurring subsequent to Seller pursuant the date of closing and which are in any way related to tenant leases shall be delivered by certified funds to Buyer at the Closing orProperty, at Seller's optionand all expenses related thereto, credited to Buyer against including, but not limited to, court costs and attorneys' fees, provided, that the cash portion of the Purchase Price at the Closing. Escrow Holder foregoing indemnity shall not be concerned with construed to limit the effect of, nor shall it be applicable to the subject matter of, any prorations that are to be made after of Seller's representations and warranties expressed in this Agreement or in the Closing pursuant to this Agreementclosing documents delivered by Seller.

Prorations. The following (a) All collected rents and other income and all operating expenses with respect to the Property for the month in which the Closing occurs, and real estate and personal property taxes and other assessments with respect to the Property for the year in which Closing occurs, shall be prorated between Buyer and Seller as of 11:59 p.m. local time the close of business of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property Rent collected by Purchaser on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due current rent due, with any additional amount owed to Buyer Seller to be remitted to Seller within 10 days of receipt. Purchaser shall make a good faith effort to collect any back rents owed to Seller, but shall not be obligated to initiate any litigation to collect such rents. If the amount of any item to be adjusted is not ascertainable on the Closing Date, the item shall be prorated by the Purchaser and then, Seller based on the best available information. Those items shall be reprorated as promptly after the Closing as possible. Any errors or omissions in computing the prorations at the Closing shall be corrected promptly. The obligation to the extent such rents or other income relate to the reprorate shall survive for a period ending on or before of six (6) months after the Closing, such rents or other income . Any payments due as a result of reproration shall be paid to Seller within ten (10) days after end of the month reproration. (b) If the Closing occurs before the tax ▇▇▇▇ for the year of closing is available, taxes shall be prorated using the taxes paid in which such prior year. After the tax ▇▇▇▇ is available, the taxes shall be reprorated at the request of the Seller or Purchaser based on the tax ▇▇▇▇ for the year of closing. Any amounts were collecteddue as a result of the reproration shall be paid within ten (10) days of the reproration. Buyer Special assessment liens, if any, that are a charge or lien on the Property or that are due and payable at the time of Closing shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits be paid by tenants to Seller pursuant to tenant leases Seller. (c) To the extent possible, Purchaser shall be delivered by certified funds to Buyer at responsible for arranging all utility service and insurance coverage for the Project in its own name commencing as of 12:01 a.m. on the Closing or, at Seller's option, credited Date. Seller shall be responsible for all utility charges accrued prior to Buyer against the cash portion Closing Date and Seller shall receive a refund of the Purchase Price at the Closingall utility deposits and insurance premiums. Escrow Holder shall If a change in utility service cannot be concerned with any prorations that are to be made after effected on the Closing pursuant to this AgreementDate, utility charges will be estimated and prorated as provided in Section 4.8(a).

Prorations. The (a) Contributor and the Partnership shall jointly prepare not less than five (5) days prior to the Closing Date, a closing settlement statement estimating the closing prorations and adjustments of the following shall items (without duplication of one another or any other provision hereof): (i) All rents billed for the month in which the Closing Date occurs will be prorated between Buyer and Seller as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the “Cut-Off Time”) based on the amounts billed and the actual number of days in the month during which the Closing Date occurs; and Contributor will be entitled to such rent for the period on and before the Cut-Off Time, and the Partnership will be entitled to such rent for the period after the Cut Off Time. All rents payable by each tenant whose Lease commences on or after the Closing shall belong entirely to the Partnership, including any pre-paid rents received by Contributor or the Company. Should rent be received subsequent to Closing by the Partnership or the Company which belongs to Contributor, it will be promptly remitted to Contributor, and should rent be received subsequent to Closing by Contributor which belongs to the Partnership, it will promptly be remitted to the Partnership. If the Company collects any rent after the Closing Date from any tenant who was delinquent in the payment of rent as of the Closing Date, such rent shall be applied by the Company (1) first to the reimbursement of any cost or expense (including attorney fees) incurred by the Company or its agents in collecting such rent, (2) second, the remainder to the calendar month in which the Closing Date occurred, (3) third, the remainder to any calendar month or months following the calendar month in which the Closing Date occurred, until the tenant is current with respect to all rents payable after the Closing Date, and (4) finally any remainder to calendar months prior to the month in which the Closing Date occurred. (ii) An amount equal to all cash tenant security deposits previously received by Contributor (or its predecessors as landlord under the Leases), to the extent not previously returned to such tenants or applied against rent or other obligations of tenants, will be credited to the Partnership. (iii) Rent and other charges owed or paid by Contributor under any ground lease, if applicable, will be prorated as of the Cut-Off Time. (iv) Personal property Taxes, gas, electric, steam, water and sewer charges, and other utility charges (utility charges will be prorated based on the last reading of meters prior to Closing performed at Contributor’s request, if possible) as of the Cut-Off Time. (v) Real property Taxes will be prorated as of the Cut-Off Time. (vi) Amounts owed or paid by Contributor under the Licenses will be prorated as of the Cut-Off Time. (vii) Amounts owed or paid by Contributor under any reciprocal easement agreement will be prorated as of the Cut-Off Time. (viii) Leasing commissions, tenant improvement allowances and other leasing costs for each Lease will be amortized over the term of the Lease in accordance with US GAAP. Leasing costs paid by the Company prior to the Cut-Off Time in excess of the portion of such costs amortized prior to the Cut-Off Time will be treated in accordance with GAAP and credited to Contributor. (ix) An amount equal to any utility deposits posted by the Company with utilities as of the Cut-Off Time will be credited to Contributor. (x) An amount equal to any escrows posted by the Company with the Lenders pursuant to the Loan Documents will be credited to Contributor. (xi) The principal amount of, and all accrued and unpaid interest on the Loan as of the Cut-Off Time will be credited to the Partnership in computing the Capital Contribution Amount. (xii) Except as otherwise provided herein, all other cash, including working capital, bank account balances or other cash-equivalents, held by the Company as of the Cut-Off Date will be credited to Contributor (and will continue to be held by the Company). (xiii) Except as otherwise provided herein, all other liabilities of the Company, current or contingent (e.g., accrued expenses or accounts payable), as of the Cut-Off Time will be credited to the Partnership, to the extent that such liabilities would be required to appear on the Company’s balance sheet prepared in accordance with GAAP. (xiv) Except as otherwise provided herein, all other pre-paid expenses of the Company as of the Cut-Off Time will be credited to Contributor. (xv) All amounts for costs of Closing in accordance with Section 5.2. (xvi) Such other matters as are customarily prorated in similar transactions where the Property is located will be prorated as of the Cut-Off Time. (b) Prorations and/or adjustments shall be effected at Closing by increasing the Capital Contribution Amount (if the prorations and/or adjustments result in a net credit to Contributor) or by reducing the Capital Contribution Amount (if the prorations and/or adjustments result in a net credit to the Partnership). (c) If the actual amounts of the items prorated and/or adjusted are not known as of the Closing Date, the prorations and/or adjustments will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations and/or re-adjustments will be made on the basis of the actual number figures, and a final computation of the Capital Contribution Amount will be made by Contributor and the Partnership not later than the date that is one hundred eighty (180) days elapsed following the end of the calendar year during which Closing occurs. (d) If the month Closing Date shall occur before the real property tax rate is fixed, the apportionment of Taxes shall be upon the basis of the tax rate for the preceding fiscal year applied to the latest assessed valuation. If, subsequent to the Closing Date, Taxes are determined to be higher or lower than those that were apportioned, a new computation shall be made, and a re-proration or adjustment of the Capital Contribution Amount will be effected. (e) Percentage rent, if any, payable under any Lease shall be prorated with respect to the full lease year or other applicable full period provided for under the Lease in which the Closing occurs: general occurs on a per diem basis as and special county and city real property taxes and special assessments (collectivelywhen collected. The proration of percentage rent, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes any, shall be based on the most recent official tax bills or notice of valuation available aggregate sales for the fiscal full lease year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to applicable full period under the extent permissible for said yearLease, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either by attributing tenant’s specific periodic sales amount to the period before the Closing or to Date and the period after the Closing, then Buyer from and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income Date and expenses shall be prorated as of then applying the Closingapplicable percentage rent percentage. Rents and other income, if any, Any percentage rent collected by Buyer the Company after Closing (including any percentage rent which is delinquent) and pertaining to (i) an entire lease year or accounting period of a tenant under a Lease which ends on a date prior to the Closing shall be applied first to any amounts due to Buyer and then, Date or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the extent Closing Date where such rents lease year or other income relate accounting period begins prior to the period ending on or before the ClosingClosing Date and ends thereafter, such rents or other income shall in both cases be paid to Seller within ten (10) days Contributor promptly after end of receipt by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCompany.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of (a) At the day immediately preceding Closing, utility charges for the Closing Date, on the basis of the actual number of days elapsed during the month billing period in which the Closing occurs: general and special county and city real , personal property taxes attributable to the Facility, and special assessments any other items of revenue or expense attributable to the Facility (collectively“Prorated Items”), "Taxes") including, but not limited to Bed Taxes (defined herein)/user fees, shall be prorated between Existing Operator and New Operator as of the Closing Date. In general, such prorations shall be made so as to reimburse Existing Operator for prepaid expense items to the extent such expense items are attributable to periods after the Closing and to charge Existing Operator for expenses accrued but unpaid as of the Closing. The intent of this provision shall be implemented by New Operator remitting to Existing Operator any invoices for Prorated Items that reflect a service date before the Closing and by New Operator assuming responsibility for the tax period then payment of any invoices for Prorated Items that reflect a service date after the Closing with any overage or shortage in effect payments by either party to be adjusted and insurance premiums paid as provided in Sections 1.7(b) and (but only if Buyer is assuming Seller's insurance policy or policiesc). Proration Notwithstanding the foregoing, New Operator acknowledges and agrees that it shall have no right, title or interest in and to any retroactive workers compensation insurance program payments whether or not the same are paid prior to or after the Closing Date if and to the extent they relate to any period prior to the Closing Date. For the avoidance of Taxes doubt, any Bed Tax or similar provider taxes or fees shall be prorated between Existing Operator and New Operator based on the period of its operation of the Facility occurring before and after the Closing Date, as the case may be, including, but not limited to, any such assessments made by the State of Georgia and/or paid by Existing Operator prior to the Closing Date that would apply to operation of the Facility after the Closing Date. (b) Any and all deposits paid by Existing Operator with respect to the Facility including, without limitation, any and all equipment lease, security and/or utility deposits paid to and/or cash or other collateral held by any equipment lessor or by any utility, insurance company or surety, shall remain the sole and exclusive property of Existing Operator and New Operator shall have no right or interest therein or thereto, and to the extent that Existing Operator does not receive a return of any such deposit on the Closing Date and such security deposit has been assigned to and assumed by New Operator, New Operator shall reimburse Existing Operator on the Closing Date or at some later date when an assignment takes place, the amount of any such security deposit assumed by New Operator. In furtherance of the foregoing, New Operator and Existing Operator shall cooperatively work to transition the utilities serving the Facility into the name of New Operator effective as of the Closing Date. (c) All such prorations shall be made on the basis of actual days elapsed in the relevant accounting, billing or revenue period and shall be based on the most recent official tax bills or notice of valuation information available for to Existing Operator. Without limiting the fiscal year in which the Closing occursforegoing, with due allowance to water, electricity, sewer, gas, telephone and other utility charges shall be made for the maximum available discount or other exemptions based, to the extent permissible practicable, on final meter readings and invoices covering the period of time through the Closing Date. Utility charges which are not metered and read for said yearthe Closing shall be estimated based on prior charges, and to shall be re-prorated upon receipt of statements, therefore. (d) To the extent possible and based on reasonable estimates, the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller Parties shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following make all prorations at the Closing. In addition All amounts owing from one party hereto to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer party hereto that require adjustment after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller settled within ten thirty (1030) days after end the Closing Date or, in the event the information necessary for such adjustment is not available within said thirty (30) day period, then as soon thereafter as practicable. (e) Within thirty (30) days after Closing, New Operator shall transfer to Existing Operator an amount equal to any p▇▇▇▇ cash remaining at the Facility as of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. (a) The following parties intend that Seller shall operate for its own account the business conducted at the Branch Offices until the Effective Time, and that Purchaser shall operate such business for its own account on and after the Effective Time. Thus, for purposes of this Agreement, items of proration and other adjustments shall include, without limitation: (i) rental payments under the Leases and payments under the Assumed Contracts; (ii) sales, transfer, excise and use taxes and personal and real property Taxes and assessments arising from the Leases, or otherwise from the Branch Offices (determined by assuming that the taxable year or period ended at the Effective Time and in accordance with Section 2.4(b)); (iii) Federal Deposit Insurance Corporation (“FDIC”) deposit insurance assessments for Deposit Liabilities (excluding any special or prepaid assessments paid or to be paid by Seller, including the prepaid assessment collected by the FDIC on December 30, 2009, which in either case shall not be prorated and the total amount of which shall remain with Seller), (iv) trustee or custodian fees on ▇▇▇ accounts that are transferred to Purchaser as part of the Transferred Assets; (v) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities), as of the close of business on the Closing Date; and (vi) prepaid safe deposit rental payments previously received by Seller, reduced by applicable past due payments with respect to corresponding safe deposit box rentals. (b) Seller shall be prorated between Buyer responsible for fifty percent (50%) of all Transfer Taxes that may be imposed on the purchase and sale of the Transferred Assets and Purchaser shall be responsible for the other fifty percent (50%) of such Transfer Taxes. “Transfer Taxes” means all sales, use, value added, excise, registration, documentary, stamp, transfer, real property transfer, recording, and other similar Taxes and fees (together with any interest, penalties or additions to Tax or additional amount imposed). The parties shall cooperate in good faith to minimize such Transfer Taxes to the extent legally permissible. Purchaser and Seller shall apportion pro rata all real property and personal property Taxes paid or payable in connection with the Transferred Assets. Such apportionment shall be made on a per diem basis as of 11:59 p.m. local time of the day immediately preceding Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable tax ▇▇▇▇, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city next-preceding fiscal year’s real property taxes and special assessments personal property Taxes. Within thirty (collectively, "Taxes"30) for calendar days after receipt by the parties of the applicable tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount ▇▇▇▇ or other exemptions to the extent permissible information reasonably necessary for said yearcomputing such apportionment, Purchaser and to the extent the tax bills do not accurately reflect Seller shall apportion the actual Taxes assessed against the Property (or any portion of the Property) and allocable and, if either to the period before the Closing or to the period after the party paid more than its proper share thereof at Closing, then Buyer and Seller the other party shall adjust promptly reimburse such party for the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementamount so expended.

Prorations. The following 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; management fees in the amount of 6% of prorated rents credited to Purchaser; 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 prorated between Buyer credited to Seller; and Seller other similar items shall be adjusted ratably as of 11:59 p.m. local time of the day immediately preceding on the Closing Date, and credited to the balance of the cash due at Closing. Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any such utilities (so long as no more than thirty (30) days in advance in the ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. 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 actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming most recent ascertainable data. The Purchaser shall assume Seller's insurance policy obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. The fees or policies). Proration of Taxes commissions payable to said consultants (if any) shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any treated as a portion of the Property) and allocable either real estate tax liability to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside be pro-rated as of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, . All costs associated with telephone directory listings and Buyer shall receive all rents and any other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses prepaid advertisements shall be prorated as of the Closing. Rents Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and other income, if any, collected by Buyer Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement (except prorations for real and personal property taxes which shall be applied first deemed final as prorated on the Closing Date) shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any amounts due errors made at the Closing with respect to Buyer such prorations; provided, however, that such prorations shall be deemed final and thennot subject to further post-closing adjustments at 5:00 PM Chicago time on the day which is thirty (30) days following Closing, at which time all prorations shall be deemed final and not subject to further post-closing adjustment. The provisions of the preceding sentence shall survive the Closing. 13.2. Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent that Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent attributable to a tenant's occupancy of a portion of the Real Property for any period prior to the date of Closing, free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date and said Lease is not assigned to the Purchaser. Furthermore, the Seller shall not have the right to retain any portion of any security deposit held by Seller (if any) with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as of the Closing Date. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other income relate documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for such portion of the cost of such listing and/or advertisement attributable to the period ending on after Closing. (d) In the event any third party (such as telephone company or before billboard company) makes a separate charge for the Closinguse of such listings or advertising subsequent to the Closing Date, such rents or other income then Purchaser shall be paid responsible to Seller within ten pay same subsequent to the Closing Date (10) days after end but no such payment shall accrue to the benefit of the month Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in which such amounts were collectedthis paragraph shall expire on the date(s) set forth above. Buyer shall incur no obligation If Purchaser continues to Seller for Buyer's failure use the name currently being used by the Property subsequent to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases the expiration date of this temporary license set forth above, then Purchaser shall be delivered liable for and shall pay to the owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by certified funds to Buyer at federal law or the Closing or, at Seller's option, credited to Buyer against the cash portion laws of the Purchase Price at the Closing. Escrow Holder shall not be concerned with state where such Property is located to prevent such unauthorized use or to recover any prorations that are to be made after the Closing pursuant to this Agreementdamages authorized by such laws.

Prorations. The following shall be prorated between Buyer (a) For purposes of determining the Purchase Price, personal property and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes Taxes, fees with respect to any Transferable Permits, rents under any leases of real or personal property, or other similar expenses, that are not due or assessed until after the Effective Time but which are attributable in whole or in part to any period commencing prior to the Effective Time, and special assessments (collectively, "Taxes") for any other amounts that by the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration terms of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance this Agreement are to be made for allocated between the maximum available discount or other exemptions to the extent permissible for said yearParties, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall will be prorated as of the Closing. Rents and other incomeEffective Time, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, with Seller liable to the extent such rents items relate to any period prior to the Effective Time, and Buyer liable to the extent such items relate to any period from and after the Effective Time. If the actual amounts to be prorated are not known, Seller shall include an itemized estimate in the Post-Closing Adjustment Statement based upon the most recent available rates, assessments, valuations, or other income relate to data, and the period ending on or before Parties shall adjust the Closing, such rents or other income shall be amounts paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing orto reflect such prorations. Any prorations shall be made so as to avoid duplication of any amounts, at Seller's optionand will be adjusted to properly take into account any amounts thereof used in determining the Purchase Price. (b) The proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, credited and will provide Seller with all documentation relating to Buyer against the cash portion such recalculations, including tax statements and other notices from third parties. The Parties will make such payments to each other as are necessary to reconcile any estimated amounts prorated as of the Purchase Price at Effective Time with the Closing. Escrow Holder shall not be concerned with any prorations that are final amounts to be prorated. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all proration calculations made after the Closing pursuant to this AgreementSection 3.4.

Prorations. The following shall be prorated between Buyer All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and Seller as of 11:59 p.m. local time of similar taxes imposed on a periodic basis, in each case levied with respect to the day immediately preceding International Assets for a taxable period which includes (but does not end on) the Assets Call Closing Date, shall be apportioned between the Seller and DISH as of the Assets Call Closing Date based on the basis of the actual number of days elapsed during in such taxable period prior to the month Assets Call Closing Date (the “Pre-Closing Period”) and the number of days in which such taxable period following the Assets Call Closing occurs: general and special county and city real property taxes and special assessments Date (collectively, "Taxes") the “Post-Closing Period”). The Seller shall be liable for the tax period then in effect and insurance premiums (but only if Buyer proportionate amount of such Taxes that is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions attributable to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property Pre-Closing Period. Within ninety (or any portion of the Property90) and allocable either to the period before the Closing or to the period days after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Assets Call Closing Date, the Seller and Buyer DISH shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection present a reimbursement to which each is entitled under this Section 9.4 together with such supporting evidence as is reasonably necessary to calculate the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closingproration amount. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income The proration amount shall be paid by the Party owing it to Seller the other within ten (10) days after end delivery of such statement. Thereafter, the Seller shall notify DISH upon receipt of any ▇▇▇▇ for personal property Taxes relating to the International Assets, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such ▇▇▇▇ to DISH who shall pay the same to the appropriate taxing authority, provided that if such ▇▇▇▇ covers the Pre-Closing Period, the Seller shall also remit, prior to the due date of assessment, to DISH payment for the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Period. In the event that either the Seller or DISH shall thereafter make a payment for which it is entitled to reimbursement under this Section 9.4, the other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 9.4 and not made within ten (10) days of delivery of the month in which such amounts were collected. Buyer statement shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer bear interest at the Closing orrate per annum determined, at Seller's optionfrom time to time, credited to Buyer against under the cash portion provisions of Section 6621(a)(2) of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCode for each day until paid.

Prorations. 3.2.1. The following shall be prorated between Buyer and Seller apportioned with respect to the Property as of 11:59 p.m. local time the end of the day immediately preceding Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments most recent meter reading occurring prior to Closing; and (collectively, "Taxes"e) any other accrued or prepaid operating expenses for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursProperty and, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearcustomarily prorated between a purchaser and a seller in the Commonwealth of Massachusetts, and any other items pertaining to the extent Property. 3.2.2. Notwithstanding anything contained in the tax bills do not accurately reflect foregoing provisions: (a) At Closing, Seller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the actual Taxes assessed end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, or Purchaser may elect to receive a credit against the Property Purchase Price in the amount of such prepaid rents. (b) Any taxes paid at or any prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before Closing, Seller shall be charged at Closing an amount equal to that portion of the Property) such taxes and allocable either assessments which relates to the period before the Closing end of the Transition Period and Purchaser shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or to assessed valuation, or both, have not yet been fixed shall be based upon the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accruedmost recent ascertainable, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the be re-prorated post-Closing Date, once final taxes and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent assessments for such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementhave been determined.

Prorations. The following Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the Business and operation of the Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local the Closing Date, with Seller liable for such items to the extent such items relate to any time period prior to the Closing Date, and Buyer liable for such items to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days). The Base Purchase Price shall be increased to the extent Buyer will benefit financially due to Seller's payment prior to the Closing Date of the portion of any such item allocable to Buyer, and (except with respect to the items addressed in clause (a) below) shall be decreased to the extent Seller will benefit financially due to Buyer's payment on or after the Closing Date of the portion of any such item allocable to Seller. The items subject to proration include the following: (a) Subject to Section 6.10(b), personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the Business and operation of the Assets; (b) rent, Taxes (other than Income Taxes) and all other items (including prepaid services or goods not included in Inventories) payable by or to Seller under any of the Assigned Agreements to the extent not included in the account payables of the Business outstanding as of the day immediately preceding the Closing Date; (c) any permit, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelylicense, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursregistration, with due allowance to be made for the maximum available discount compliance assurance fees or other exemptions fees with respect to any Transferable Permit or other Asset; (d) sewer rents and charges for water, telephone, electricity and other utilities with respect to the Assets; (e) rent and Taxes payable by or to Seller under the Real Property Leases assigned to Buyer to the extent permissible for said year, and not included in the account payables of the Business outstanding as of the day immediately preceding the Closing Date; (f) deposits made by Seller to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property transferred to Buyer; (or any portion of the Propertyg) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and prepaid expenses paid by Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate transferred to Buyer; and (h) petty cash held locally for the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end benefit of the month in which such amounts were collected. Buyer shall incur no obligation Business ▇▇ ▇▇e extent transferred to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The (a) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than one hundred and twenty (120) calendar days thereafter, the water, gas, electricity and other utilities, local business or other license fees to the extent assigned and other similar periodic charges payable with respect to the Acquired Assets shall be prorated between Buyer Seller, on the one hand, and Seller Buyer, on the other hand, effective as of 11:59 p.m. local time of the day immediately preceding Effective Time with Seller being responsible for amounts related to the period prior to but excluding the Closing Date and Buyer being responsible for amounts related to the period on and after the Closing Date. The Parties shall use commercially reasonable efforts to cause utility meter readings to be determined as of the Effective Time or as close thereto as reasonably practicable; provided, however, that if a Party’s proration for a particular amount owed under this Section 2.4 cannot be determined due to the unavailability of the necessary information on the appropriate invoice or remittance statement, then the proration shall be calculated on a per day basis of using the actual number of days elapsed during in the month in which respective Party’s period. (b) All income, proceeds and receipts attributable to the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyoperation, "Taxes") for use, ownership, or otherwise of the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Acquired Assets prior to the Effective Time shall be based on the most recent official tax bills or notice property of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Seller and to the extent permissible received by Buyer or its Affiliates, Buyer shall promptly and fully disclose, account for said yearand transmit same to Seller. All income, proceeds and receipts attributable to the operation, use, ownership, or otherwise of the Acquired Assets on and after the Effective Time shall be the property of Buyer and to the extent received by Seller or its Affiliates, Seller shall promptly and fully disclose, account for and transmit same to Buyer. In addition, all invoices, costs, expenses, disbursements and payables attributable to the Acquired Assets prior to the Effective Time shall be the sole obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, Seller shall promptly reimburse Buyer for same. All invoices, costs, expenses, disbursements and payables attributable to the Acquired Assets on and after the Effective Time shall be the sole obligation of Buyer, and Buyer shall promptly pay, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property paid by Seller, Buyer shall promptly reimburse Seller for same. (or any portion c) The provisions of the Property) and allocable either to the period before the Closing or to the period after this Section 2.4 shall survive the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The (a) Contributor and the Partnership shall jointly prepare not less than five (5) days prior to the Closing Date, a closing settlement statement estimating the closing prorations and adjustments of the following shall items (without duplication of one another or any other provision hereof): (i) All rents billed for the month in which the Closing Date occurs will be prorated between Buyer and Seller as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the “Cut-Off Time”) based on the amounts billed and the actual number of days in the month during which the Closing Date occurs; and Contributor will be entitled to such rent for the period on and before the Cut-Off Time, and the Partnership will be entitled to such rent for the period after the Cut Off Time. All rents payable by each tenant whose Lease commences on or after the Closing shall belong entirely to the Partnership, including any pre-paid rents received by Contributor or the Company. Should rent be received subsequent to Closing by the Partnership or the Company which belongs to Contributor, it will be promptly remitted to Contributor, and should rent be received subsequent to Closing by Contributor which belongs to the Partnership, it will promptly be remitted to the Partnership. If the Company collects any rent after the Closing Date from any tenant who was delinquent in the payment of rent as of the Closing Date, such rent shall be applied by the Company (1) first to the reimbursement of any cost or expense (including attorney fees) incurred by the Company or its agents in collecting such rent, (2) second, the remainder to the calendar month in which the Closing Date occurred, (3) third, the remainder to any calendar month or months following the calendar month in which the Closing Date occurred, until the tenant is current with respect to all rents payable after the Closing Date, and (4) finally any remainder to calendar months prior to the month in which the Closing Date occurred. (ii) An amount equal to all cash tenant security deposits previously received by Contributor (or its predecessors as landlord under the Leases), to the extent not previously returned to such tenants or applied against rent or other obligations of tenants, will be credited to the Partnership. (iii) Rent and other charges owed or paid by Contributor under any ground lease, if applicable, will be prorated as of the Cut-Off Time. (iv) Personal property Taxes, gas, electric, steam, water and sewer charges, and other utility charges (utility charges will be prorated based on the last reading of meters prior to Closing performed at Contributor’s request, if possible) as of the Cut-Off Time. (v) Real property Taxes will be prorated as of the Cut-Off Time. (vi) Amounts owed or paid by Contributor under the Licenses will be prorated as of the Cut-Off Time. (vii) Amounts owed or paid by Contributor under any reciprocal easement agreement will be prorated as of the Cut-Off Time. (viii) Leasing commissions, tenant improvement allowances and other leasing costs for each Lease will be amortized over the term of the Lease in accordance with US GAAP. Leasing costs paid by the Company prior to the Cut-Off Time in excess of the portion of such costs amortized prior to the Cut-Off Time will be treated in accordance with US GAAP and credited to Contributor. (ix) An amount equal to any utility deposits posted by the Company with utilities as of the Cut-Off Time will be credited to Contributor. (x) An amount equal to any escrows posted by the Company with the Lenders pursuant to the Loan Documents will be credited to Contributor. (xi) The principal amount of, and all accrued and unpaid interest on the Loan as of the Cut-Off Time will be credited to the Partnership in computing the Capital Contribution Amount. (xii) Except as otherwise provided herein, all other cash, including working capital, bank account balances or other cash-equivalents, held by the Company as of the Cut-Off Date will be credited to Contributor (and will continue to be held by the Company). (xiii) Except as otherwise provided herein, all other liabilities of the Company, current or contingent (e.g., accrued expenses or accounts payable), as of the Cut-Off Time will be credited to the Partnership, to the extent that such liabilities would be required to appear on the Company’s balance sheet prepared in accordance with GAAP. (xiv) Except as otherwise provided herein, all other pre-paid expenses of the Company as of the Cut-Off Time will be credited to Contributor. (xv) All amounts for costs of Closing in accordance with Section 5.2. (xvi) Such other matters as are customarily prorated in similar transactions where the Property is located will be prorated as of the Cut-Off Time. (b) Prorations and/or adjustments shall be effected at Closing by increasing the Capital Contribution Amount (if the prorations and/or adjustments result in a net credit to Contributor) or by reducing the Capital Contribution Amount (if the prorations and/or adjustments result in a net credit to the Partnership). (c) If the actual amounts of the items prorated and/or adjusted are not known as of the Closing Date, the prorations and/or adjustments will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations and/or re-adjustments will be made on the basis of the actual number figures, and a final computation of the Capital Contribution Amount will be made by Contributor and the Partnership not later than the date that is one hundred eighty (180) days elapsed following the end of the calendar year during which Closing occurs. (d) If the month Closing Date shall occur before the real property tax rate is fixed, the apportionment of Taxes shall be upon the basis of the tax rate for the preceding fiscal year applied to the latest assessed valuation. If, subsequent to the Closing Date, Taxes are determined to be higher or lower than those that were apportioned, a new computation shall be made, and a re-proration or adjustment of the Capital Contribution Amount will be effected. (e) Percentage rent, if any, payable under any Lease shall be prorated with respect to the full lease year or other applicable full period provided for under the Lease in which the Closing occurs: general occurs on a per diem basis as and special county and city real property taxes and special assessments (collectivelywhen collected. The proration of percentage rent, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes any, shall be based on the most recent official tax bills or notice of valuation available aggregate sales for the fiscal full lease year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to applicable full period under the extent permissible for said yearLease, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either by attributing tenant’s specific periodic sales amount to the period before the Closing or to Date and the period after the Closing, then Buyer from and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income Date and expenses shall be prorated as of then applying the Closingapplicable percentage rent percentage. Rents and other income, if any, Any percentage rent collected by Buyer the Company after Closing (including any percentage rent which is delinquent) and pertaining to (i) an entire lease year or accounting period of a tenant under a Lease which ends on a date prior to the Closing shall be applied first to any amounts due to Buyer and then, Date or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the extent Closing Date where such rents lease year or other income relate accounting period begins prior to the period ending on or before the ClosingClosing Date and ends thereafter, such rents or other income shall in both cases be paid to Seller within ten (10) days Contributor promptly after end of receipt by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCompany.

Prorations. The following Except for the income and obligations which are the subject of the TBA, Seller shall be prorated entitled to all income earned or accrued and shall be responsible for all liabilities and obligations incurred or payable in connection with the operation of the Stations through the close of business on the day preceding the Closing Date. Buyer shall be entitled to all income earned or accrued and shall be responsible for all liabilities and obligations incurred or payable in connection with the operation of the Stations after the close of business on the day preceding the Closing Date. All overlapping items of income or expense for which Buyer is not entitled to receive or responsible to pay under the TBA shall be apportioned between Seller and Buyer and Seller as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing Date, in accordance with generally accepted accounting principles with the understanding that Buyer shall only have responsibility for the Assumed Obligations. Items to be apportioned include, but are not limited to, the following: (a) Prepaid expenses arising from payments made for goods or services prior to the Closing Date if all or part of the goods or services have not been received or used prior to the Closing Date (for example, rents paid in advance for a rental period extending beyond the Closing Date); (b) Liabilities, customarily accrued, arising from expenses incurred but unpaid as of the close of business on the basis of the actual number of days elapsed during the month in which day preceding the Closing occurs: general Date (for example, frequency discounts; rent; and special county and city real sales commissions); and (c) Personal property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions utility charges relating to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property Stations. Within thirty (or any portion of the Property30) and allocable either to the period before the Closing or to the period days after the Closing, then Buyer and shall deliver to Seller shall adjust a statement setting forth in reasonable detail the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition basis for prorations pursuant to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Datethis Section, and Buyer shall receive all rents and other income accruingpay to Seller, and or Seller shall pay all other expenses accrued to Buyer, as the case may be, any net amount due as the result of the proration statement (or, if there is a dispute, the undisputed amount thereof). If Seller disputes Buyer's determinations, or, if at any time after delivery of Buyer's statement of determinations any party determines that any item included in the proration is inaccurate or incurredthat an additional item should be included in the prorations, in connection the parties shall confer with regard to the ownership or operation matter and an appropriate adjustment and payment shall be made as agreed upon by them or, if they are unable to resolve the matter, by a firm of Property independent certified public accountants mutually agreeable to the parties, whose decision on or after the Closing Date, all of which rents, other income matter shall be binding and whose fees and expenses shall be prorated as of the Closing. Rents and other income, if any, collected borne equally by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementthem.

Prorations. Income and expenses from the operation of the System ---------- through the Closing Date shall be for the account of Seller and after the Closing Date for the account of Buyer. The following items of income, cost and expense shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Date (or such other date or dates as the parties may hereafter agree upon in writing) in the manner set forth below: (a) Subscriber and other revenue shall be prorated on the basis of the actual number of days of the time period to which such revenue relates elapsed through the Closing Date, provided that subscriber and other revenue represented by accounts receivable shall be for the account of Seller, only to the extent that (i) such accounts receivable have been outstanding less than Sixty-One (61) days as of the Closing Date based on a statement certified by authorized officers to be true, correct and complete to the best of such officers' information, knowledge and belief and (ii) the aggregate amount of such accounts receivable is reduced by Five Percent (5%) of the amount thereof. For purposes of this Section 5.1(a), an account receivable shall be deemed outstanding for the number of days elapsed during from the month in which date of the statement giving rise to such account receivable through and including the Closing occurs: general Date; (b) Copyright, pole attachment or other fees or charges, not delinquent, arising under any of the Franchises, Authorities and special county Assumed Contracts, or otherwise shall be prorated on the basis of the number of days of the time period to which such fees or charges relate elapsed through the Closing Date; (c) All real and city real personal property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy levied or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property Assets and all assessments and excise taxes payable with regard to cable television services and related sales to Subscribers (or any portion excluding penalties and interest and except such taxes as are referred to in Section 3.2) shall be prorated on the basis of the Property) and allocable either to number of days of the relevant tax year or period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before elapsed through the Closing Date, based on the latest available information; (d) Rents, utilities and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and similar recurring expenses shall be prorated as on the basis of the Closing. Rents number of days of the time period to which such expenses relate elapsed through the Closing Date; and (e) Wages, salaries, payroll taxes (other than withholding taxes) and other income, if any, collected by fringe benefits of employees who continue in the employ of Buyer after the Closing Date shall be applied first prorated on the basis of the number of working days (including paid holidays) during the payroll period through the Closing Date relative to the total number of such days during that payroll period, provided that any amounts due wages, salaries or other benefits payable to Buyer and thenor for any employee on account of that employee's termination of employment shall not be prorated but shall be paid by the party which effects the termination of that employee's employment; (f) Accrued vacation shall be prorated separately on the basis of the number of vacation days accrued through the Closing Date relative to the maximum number of vacation days accruable under the established policies of Seller as set forth in its Associate Policy Guide, a copy of which has been delivered to Buyer; and (g) Any income or expense under any Assumed Contract, to the extent such rents or other income relate not expressly referred to above in this Section 5.1, shall be prorated on a basis reasonably related to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in basis upon which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals income or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementexpense is determined.

Prorations. The following shall be prorated between Buyer (a) All normally and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Datecustomarily proratable items, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general including, without limitation, real estate and special county and city real personal property taxes (“Taxes”), utility expenses, and special assessments (collectively, "Taxes") for payments under the tax period then in effect and insurance premiums Property Agreements (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the such Property (or any portion of the PropertyAgreements are being assumed by Purchaser at Closing) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing Date, Seller being charged and credited for all of the same up to such date and Purchaser being charged and credited for all of the same on and after such date. If the actual amounts to be prorated are not known as of the Closing Date, the proration shall be made on the basis of the best information then available, and thereafter, when actual figures are received, a cash settlement will be made between Seller and Purchaser. Seller shall be obligated to pay any and all taxes and assessments that arise as a result of change in land usage or ownership, including without limitation all “rollback” or other additional taxes. (b) If the Taxes for the year of Closing are not known as of the Closing Date, the proration for Taxes will be determined based upon the appraised value of the Property and the tax rates applicable to the Property during the year prior to the calendar year of the Closing. (c) If the actual amounts to be prorated with respect to expenses other than Taxes are not known as of the Closing Date, the prorations with respect to those expenses shall be made on the best information then available. (d) With respect to both Taxes and other expenses, after the actual amounts of the Taxes or other expenses are known, adjustments, if needed, will be made between Seller and Purchaser. (e) The foregoing notwithstanding, it is acknowledged and agreed that the tenants under the HEB Lease, the Raising Cane’s Lease and the Hat Creek Lease are responsible to pay Taxes applicable to calendar year 2017 and subsequent calendar years for their respective leased premises (each a separate tax parcel) directly to the applicable taxing authority and, accordingly, Taxes for the tax parcels under the HEB Lease, the Raising Cane’s Lease and the Hat Creek Lease will not be pro-rated at the Closing. (f) All deposits held by the providers of utility services to the Real Property shall, at Seller’s option, be refunded to the Seller by the appropriate utility providers, or be reimbursed to Seller by Purchaser at the Closing. Rents and other income, if any, collected by Buyer after the Closing Purchaser shall be applied first solely responsible to any amounts due to Buyer and then, make arrangements for the continuation of utility services to the extent such rents Real Property, including without limitation, the obligation to post new utility deposits in the event Seller elects to obtain a refund of Seller’s existing deposits from the providers of utility services. Notwithstanding the foregoing, Seller will not take any action or other income relate fail to take any action which would result in the cessation or termination of utility service to the period ending on or before Real Property. (g) All security deposits actually in Seller’s possession under the terms of any existing leases shall be delivered to Purchaser at the Closing, and Purchaser will assume all liabilities and obligations of Seller in connection with such rents security deposits. As for any security deposits not in the form of cash (e.g., letters of credit), Seller must deliver to Purchaser at Closing the original letter of credit or other income shall non-cash instrument, together with all transfer documentation and transfer fees required by the issuing entity to cause same to be paid reissued to Purchaser immediately following the Closing. Seller and Purchaser agree to cooperate to ensure that fully executed Tenant Letters are sent to all of the Tenants at the Property within ten (10) days after end of the Closing. (h) All rents collected with respect to the Property as of the Closing Date for the then current month shall be prorated as of the Closing Date. Purchaser shall make reasonable attempt after Closing to collect uncollected rents for any period prior to Closing (the “Delinquent Rents”) in which the usual course of operation of the Property; provided, however, Purchaser shall not be required to declare a lease default or institute any legal action in any court against any Tenant. Seller may not initiate (nor demand that Purchaser initiate) legal proceedings for collection of delinquent rentals against any Tenants. One hundred eighty (180) days after the Closing Date, upon written request from Seller, Purchaser shall provide Seller with a written accounting (the “Uncollected Rents Accounting”) of all of the Delinquent Rents and all other rents and expenses collected by Purchaser after Closing. Purchaser shall promptly pay to Seller all Delinquent Rents not previously remitted by Purchaser to Seller, but only to the extent Seller is entitled to the same under this section. In making the computations required by this Section, all amounts of Delinquent Rent collected from Tenants shall be applied: (i) first to Purchaser’s actual and reasonable costs of collection, including, without limitation, court costs and reasonable attorneys’ fees; (ii) next, to current rental owed by such amounts were collectedTenant; and (iii) finally, to delinquent rentals, if any, owed by such Tenant in the inverse order of their maturity. Buyer shall incur no Seller will deliver to Purchaser, within five (5) business days following receipt, any rents received by Seller after the Closing and attributable to the period from and after the Closing. If Seller has provided any Tenant with free rent under the terms of its Tenant Lease (the “Free Rent”), then Seller agrees, at the Closing, to provide Purchaser with a credit against the Purchase Price equal to that portion of the Free Rent, if any, covering the period after the Closing Date; provided, however, Purchaser will not be entitled to such credit if any such Free Rent would be paid to Purchaser under any Master Lease. (i) The Hotel Lease, defined in the Rent Roll, includes an obligation to reimburse landlord for impact and subsequent user fees prepaid by Seller for Buyer's failure to Water Control and Improvement District No. 17 (“WCID 17”). The requirement to reimburse these impact and subsequent user fees are referred to herein as the “Impact Fees Reimbursements”. All Impact Fees Reimbursements will be paid to Seller when received from the applicable Tenant. After Closing, Purchaser agrees to use commercially reasonable efforts, at no cost or liability to Purchaser, to collect such rentals unpaid Impact Fees Reimbursements from the Tenant under the Hotel Lease when due in the usual course of operation of the Property and will promptly remit Impact Fees Reimbursements, if any, collected to Seller; provided, however, Purchaser shall not be required to declare a lease default or institute any legal or other incomeproceedings against any Tenant. All security and any other refundable deposits Purchaser agrees that it will, if permitted by the terms of the Hotel Lease, offset the Impact Fees Reimbursement due by the Tenant under the Hotel Lease (if the Impact Fees Reimbursement has not otherwise been paid by tenants such Tenant) from any Security Deposit due back to Tenant under the Hotel Lease at the time the Security Deposit refund is due Tenant and pay such offset amount to Seller. Seller pursuant may not initiate (nor demand that Purchaser initiate) legal or other proceedings for collection of Impact Fees Reimbursements from any Tenant. (j) All (i) unpaid tenant finish out or construction allowances, landlord construction cost or reimbursement obligations, if any, under the Tenant Leases executed on or prior to tenant leases shall Closing (“Unpaid Allowances”) and (ii) unpaid leasing commissions, if any, for Tenant Leases executed on or prior to Closing (“Unpaid Leasing Commissions”), will be delivered paid by certified funds Seller to Buyer Purchaser at the Closing or, at Seller's option, credited to Buyer by credit against the cash portion Purchase Price, and Purchaser will assume all liabilities and obligations of Seller in connection with the payment of the Purchase Price Unpaid Allowances and the Unpaid Leasing Commissions so credited; provided, however, if Unpaid Allowances or Unpaid Leasing Commissions are outstanding under any Tenant Leases which are not Earn-Out Leases as of the Closing then, in lieu of such credit, such Unpaid Allowances and Unpaid Leasing Commissions will be funded by Seller into escrow in accordance with the Tenant Allowance/Commission Escrow Agreement at the Closing. (k) Seller has entered into a Tenant Lease effective May 15, 2015 (the “RCR Lease”), with Raising Cane’s Restaurants, LLC (“RCR”). Escrow Holder Prior to Closing, Seller paid to RCR the entire $1,450,000 Allowance (as defined in the RCR Lease). Notwithstanding the terms of clause (i) above, if the Closing occurs, Purchaser will reimburse Seller at Closing the amount of the Allowance paid by Seller to RCR to the extent not already collected by Seller from RCR as Improvement Rent (as defined in the RCR Lease) under the RCR Lease. (l) Seller shall not be concerned with any prorations that are has agreed to be made fund an escrow in the amount of $140,000.00 at the Closing in order to provide funding for certain landscape improvements on the Property after the Closing pursuant to in accordance with a landscape escrow agreement in the form attached hereto and incorporated herein for all purposes as Exhibit “G-1.” The provisions of this AgreementSection 5.05 shall survive the Closing.

Prorations. The Purchase Price set forth in Paragraph 3.0 is subject to the following shall be prorated between adjustments and prorations: 9.1 Plus an amount which will credit SELLER for lease payments which have been paid in advance for time periods on and after Closing ("Prepaid Leases"). Attached as Exhibit 9.1 is a list of Prepaid Leases which Buyer and Seller agree shall be added to the Purchase Price. 9.2 Minus the amounts which will credit Buyer for the following: 9.2.1 Any lease payments for which Buyer becomes obligated relating to any period of time prior to Closing. 9.2.2 Any advertising services delivered by Parent or Buyer on and after Closing for which Seller has already billed or otherwise receives payment. 9.2.3 All items of income and expense listed below relating to the Assets will be prorated as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Seller liable to the extent permissible for said year, such items relate to any time period up to and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before including the Closing Date, and Buyer shall receive all liable to the extent such items relate to periods on or subsequent to the Closing Date; including without limitation (a) personal property, real estate, occupancy and water taxes, if any, on or with respect to the Assets; (b) rents, taxes and other items payable by Seller under any contract to be assigned to or assumed by Buyer; (c) the amount of sewer rents and charges for water, telephone, electricity and other income accruing, utilities and shall pay fuel; (d) all other expenses rentals that are or would be payable or have accrued pursuant to "percentage rental" lease provisions with respect to periods after the Closing Date; and (e) all items paid or incurred, in connection with the ownership or operation of Property payable on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to Date under any amounts due to Buyer and then, obligation specifically assumed to the extent such rents or other income relate not specifically referenced in clauses (a) - (d) above which are normally prorated in connection with similar transactions. A list of percentage leases with the date of expiration is attached hereto as Exhibit 9.2.3; 9.2.4 If current payments with respect to the period ending items to be prorated pursuant to this Section 9.2 are not ascertainable on or before the ClosingClosing Date, such rents or other income payments shall be paid prorated on the basis of the most recently ascertainable ▇▇▇▇ therefor and shall be reprobated between Seller and Buyer when the current bills with respect to Seller such items have been issued and a cash settlement shall be made within ten thirty (1030) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementthereafter.

Prorations. The following shall be prorated apportioned on a per diem basis as of 12:01 a.m. of the Closing Date ("Adjustment Date") and adjusted between Buyer the parties on the basis of the number of days in the month of the Closing with respect to each Property for items that are payable on a monthly basis and, for items that are not paid on a monthly basis, such items shall be adjusted on the basis of the number of days applicable to such period, with Seller receiving a credit for all amounts prepaid by Seller for any period from and after the Closing Date and Seller as of 11:59 p.m. local time of charged with any unpaid charges for the day immediately preceding period prior to the Closing Date: (a) Real estate and other taxes, assessments and charges, and other municipal and State charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the actual number fiscal period for which assessed or charged; (b) Water, electric, gas, steam and other utility charges for service furnished to the Property; (c) Fuel, if any, and all taxes thereon, on the basis of days elapsed during a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (the "Rents") paid under the terms of the Leases for the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or thereafter; (e) Any amounts paid or payable under any Service Contracts being assigned to the period after the Closing, then Buyer Buyer; (f) All costs associated with telephone directory listings and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and any other income accrued, and shall pay all prepaid advertising; (g) Any other expenses accrued or incurred, customary adjustments made in connection with the ownership or operation sale of Property before similar type buildings. There will be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses and liabilities which are attributable to the period prior to the Closing DateDate shall be the obligation of Seller and those which are attributable to the period from and after the Closing Date shall be the obligation of Buyer. To the extent there are items of prepaid income, and Buyer shall receive all rents a credit attributable to the period from and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. As promptly as reasonably practicable after the Closing: (i) Buyers and Sellers shall prorate all installments of real property Taxes and personal property taxes, special assessments, water and sewer rentals, vault charges and other real property related charges incurred in the Ordinary Course of Business with respect to the Owned Real Property and, to the extent constituting an obligation under the applicable Leases, the Leased Real Property leased pursuant to such Leases. The following Parties shall calculate such proration using current year real estate Tax information, if available. If current year Tax information is not available, then the Parties shall calculate such proration using the amount due and payable in the year immediately preceding the year of Closing, subject to subsequent adjustment when the current Tax bills become available. Sellers’ prorated portion of such Taxes shall be included in the calculation of the Tax Amount. At such time as Tax bills for such property Taxes are received, the Parties shall calculate any necessary adjustments to such prorations in order to reflect differences between such estimated Taxes and the actual Taxes as reflected in such Tax bills, and the Parties shall make the necessary payments to each other to account for such differences, which payments shall be treated as a supplemental Purchase Price Adjustment. All property and similar Taxes (but not including any Transfer Taxes covered by Section 6(h), and for the sake of clarity, not including any income Taxes) shall be prorated between Buyer Sellers and Seller Buyers as of 11:59 p.m. local time of the day immediately preceding the Closing Date. For this purpose, the amount of property and similar Taxes for any Tax year or period with respect to Sellers, the Target Companies and Tiwest that begins on or before and ends after the basis Closing Date (a “Straddle Period”) allocated to the period prior to the end of the actual Closing Date shall be the product of (A) the amount of such property and similar Taxes due for the entire Straddle Period and (B) a fraction with the numerator equal to the number of days elapsed during in the month in which Straddle Period up to and including the Closing occurs: general Date and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then denominator equal to the number of days in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)the entire Straddle Period. Proration of Taxes Buyers shall be based on responsible for and control the most recent official tax bills or notice conduct of valuation available for the fiscal year in which the Closing occursany audit, with due allowance to be made for the maximum available discount litigation or other exemptions Tax proceeding with respect to property Taxes for any Straddle Period. (ii) For purposes of this Section 6(e), the amount of any expense credited by one Party to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits deemed an expense paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementParty.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time Notwithstanding anything to the contrary in any of the day immediately preceding the Closing Date, on the basis CAPCO Agreements: (a) The Parties agree that all of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyitems normally prorated, "Taxes") for the tax period then in effect and insurance premiums including those listed below (but only if Buyer is assuming Seller's insurance policy or policiesnot including Income Taxes). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions relating to the extent permissible for said year, business and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion operation of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses Exchange Assets shall be prorated as of the Closing. Rents Exchange Closing Date, with each Conveying Party remaining liable for such items to the extent such items relate to any time period prior to the Exchange Closing Date, and the Party that is acquiring such Conveying Party's Exchange Assets under this Agreement to be liable for such items to the extent such items relate to periods commencing with the Exchange Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) personal property, real estate and occupancy Taxes, assessments and other incomecharges, if any, collected on or with respect to the business and operation of the Exchange Assets; (ii) rent, Taxes and all other items (including prepaid services or goods not included in Inventories) payable by Buyer or to a Conveying Party under any of the Assigned Agreements conveyed by that Party; (iii) any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) sewer rents and charges for water, telephone, electricity and other utilities with respect to the Exchange Assets; (v) rent and Taxes payable by a Conveying Party under the Real Property Leases assigned to the Party that is acquiring such Real Property Leases under this Agreement; and (vi) insurance premiums paid on or with respect to the business and operation of the Exchange Assets. (b) In connection with the prorations referred to in Section 5.4 (a) above, in the event that actual figures are not available at the Exchange Closing Date, the proration shall be based upon the actual Taxes or other amounts accrued through the Exchange Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the Exchange Closing Date and (ii) including and after the Exchange Closing shall Date. The Parties agree to furnish each other with such documents and other records as may be applied first reasonably requested in order to any amounts due to Buyer confirm all adjustment and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be proration calculations made after the Closing pursuant to this AgreementSection 5.4.

Prorations. The following Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated between Buyer and Seller as of 11:59 p.m. local time because of the day immediately preceding the Closing Date, unavailability of information shall be tentatively prorated on the basis of the actual number of days elapsed during best data then available and re-prorated when the month information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in which this Article 5), the adjustment shall be made subsequent to the Closing occurs: general and special county and city real property within thirty (30) days following the final determination of 2012 taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums Project (but only if Buyer is assuming Seller's insurance policy or policiesthe “Final Adjustment Date”). Proration The provisions of Taxes this Article 5 and the obligations of Sellers and Buyer hereunder shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which survive the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with deemed merged into any prorations that are to be made after the Closing pursuant to this Agreementinstrument delivered at Closing.

Prorations. The following shall (a) Ad valorem taxes and assessments (whether for real estate or personal property) against the Property will be prorated between Buyer and Seller at Closing as of 11:59 p.m. local time the Closing Date based on the tax bills for the year of the day immediately preceding Closing. Buyer will receive at Closing a credit against the Purchase Price in an amount equal to the portion of the taxes and assessments on the Property from the beginning of the current tax year to the Closing Date. If Closing occurs before that year's tax bills are available, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall proration will be based on the most recent official latest tax bills or notice of valuation available rate applied to the latest unappealed tax value. If an estimated proration is made, then after the taxes and assessments for the fiscal year in which the Closing occursoccurs are finally assessed, with due allowance within 30 days after demand, Buyer shall refund to be made for Seller any amount overpaid by Seller or Seller shall pay to Buyer the maximum available discount or other exemptions to amount of any deficiency in the extent permissible for said year, proration. Buyer shall pay all taxes and to the extent the tax bills do not accurately reflect the actual Taxes assessed assessments against the Property before they become delinquent. (or any b) All income and expenses of the Real Property and Improvements (other than ad valorem taxes and assessments) will be prorated at Closing as of the Closing Date on an accrual basis. All rents actually prepaid for a portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property term on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer offset against the cash portion of Purchase Price. All other income and expense items subject to proration pertaining to the Purchase Price period prior to the Closing Date will be allocated to and paid by Sellers and all income and expense items subject to proration pertaining to the period starting on the Closing Date will be allocated to and paid by Buyer. Seller is responsible for Lease commissions due Seller's employees and locator fees for Leases under which the tenant moves into a unit prior to the Closing Date. Buyer is responsible for locator fees for Leases under which the tenant moves into a unit on or after the Closing Date. All application fees which are not prepaid security deposits shall be retained by Seller. Any income payable in connection with any Service Contract will be prorated, but no lump sum or up front payments paid to Seller with respect to any Service Contract will be prorated. Rent will be prorated based on the Rent Roll provided by Seller at the Closing. Escrow Holder No later than 3 business days prior to the Closing Date, Buyer and each Seller shall not be concerned with mutually approve and provide to Closing Agent a schedule of prorations in as complete and accurate a form as possible. No later than 60 days after Closing, Seller and Buyer shall make appropriate post-closing adjustments to the prorations of income and expenses but in no event will any prorations that are to readjustment be made after the 60th day after the Closing pursuant Date, other than a readjustment of ad valorem taxes and assessments. (c) All Deposits paid as refundable security for rent, cleaning, pet deposits, or any other purposes will be paid to Buyer at Closing and the obligation, if any, to refund the cash deposits to tenants is assumed by Buyer. Except as provided in SECTION 6.3(d), no non-refundable deposits or fees paid by tenants shall be paid or payable to Buyer. (d) Any amounts of so-called "hassle free move-out" payments paid to Seller for current leases on the Properties shall be equally split between Seller and Buyer and, at Closing, Seller shall pay to Buyer its share thereof. (e) All deposits and escrows made by Seller with the respective Lenders will be delivered to the Sellers at Closing and will be retained by the Seller or will be credited to the Seller at Closing. (f) The obligations of Sellers and Buyer under this AgreementSECTION 6.3 survive the Closing.

Prorations. The following adjustments to the Purchase Price paid hereunder shall be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis as if Purchaser owned the Property for the entire day on the Closing Date: (a) All real estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. All other installments of special assessments not yet due and payable shall be the responsibility of Purchaser. If at the time of Closing the tax rate or the assessed valuation for the current year has not yet been fixed, taxes shall be prorated based upon the tax rate and the assessed valuation established for the previous tax year; provided, however, that Seller and Purchaser agree that to the extent the actual taxes for the current year differ from the amount so apportioned at Closing, the parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, and this provision shall survive Closing. (b) Current rents, advance rentals and other income from the Property shall be prorated between Buyer Seller and Purchaser at Closing based upon such amounts actually collected by Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis . Rent which is unpaid or delinquent as of the actual number of days elapsed during the month in which Closing Date shall not be prorated, but such unpaid or delinquent rent collected after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property delivered as follows: (or i) if Seller collects any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or rent after the Closing Date, all of which rents, other income Seller shall deliver to Purchaser any such rent within fifteen (15) days after the receipt thereof and expenses shall be prorated as of the Closing. Rents and other income, (ii) if any, collected by Buyer Purchaser collects any unpaid or delinquent rent after the Closing Date, Purchaser shall deliver to Seller any such rent relating to the period prior to the Closing Date within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the Closing Date shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity provided any payments to Seller shall be net of costs of collection. Purchaser will make a good faith effort after Closing to collect all rents (including without limitation the Pass Through Expenses and percentage rents described in Section 4.4(c) below) in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or incur any expense to collect delinquent rents. Notwithstanding the foregoing provisions, Seller shall not be required to prorate any amounts collected by Seller after Closing from former tenants of the Property, it being understood and agreed that Seller may retain all amounts that Seller recovers from such former tenants. (c) With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Leases (the “Pass Through Expenses”) and as of the Closing Date are not yet collected, Purchaser shall, upon collection of such Pass Through Expenses, but subject to the same rules of application set forth in Section 4.4(b) above, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to the Closing Date. With respect to Pass Through Expenses which have not been billed to tenants as of the Closing Date, Purchaser shall ▇▇▇▇ each tenant for same in accordance with each such tenant’s Lease. Within one hundred fifty (150) days after the end of 2010, Seller shall, with Purchaser’s reasonable cooperation and contingent upon receipt of any information held by Purchaser and not in the possession of Seller and reasonably necessary to such obligation, prepare a reconciliation of Pass-Through Expenses. Within one hundred fifty (150) days after the end of the year in which Closing occurs, Purchaser shall, with Seller’s reasonable cooperation and contingent upon receipt of any information held by Seller and not in the possession of Purchaser and reasonably necessary to such obligation, prepare a reconciliation of Pass-Through Expenses. In the event that any reconciliation shows that either Seller or Purchaser is owed an adjusting payment, then the party owing such payment shall promptly remit the same. (d) Charges under service agreements assumed by Purchaser, utility charges for which Seller is liable, and other operating expenses of the Property shall be prorated between Seller and Purchaser at Closing. (e) Security deposits shall, at Seller’s option, either be transferred or credited to Purchaser at Closing. Refundable cash or other refundable deposits posted with utility companies or other entities in connection with the Property shall, at Seller’s option, either be assigned to Purchaser and credited to Seller at Closing, or Seller shall be entitled to receive and retain such refundable cash and deposits. Seller shall cause its lender and Wellstream International Limited (“Wellstream”) to execute such documents as may be required to cause the letter of credit to be transferred to Purchaser as soon as is reasonably practical following the Closing and Seller shall cause Wellstream to reduce the amount of its scheduled 2011 letter of credit reduction by Two Thousand Dollars ($2,000) such that it shall be reduced by Seventy-Three Thousand Dollars ($73,000) instead of Seventy-Five Thousand Dollars ($75,000). (f) Purchaser shall be responsible for the payment of (i) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due to Buyer and thenpayable (whether before or after Closing) (A) as a result of any renewals or expansions of existing Leases, and (B) under any new Leases (including any amendments of existing Leases) in each instance to the extent such rents entered into after the Effective Date of this Agreement which have been approved (or other income relate to deemed approved) by Purchaser in accordance with the period ending on or before terms of this Agreement; and (ii) all Tenant Inducement Costs and leasing commissions which become due and payable under an existing lease for a right exercised after the Closing, such rents or other income Effective Date. Seller shall be paid to Seller within ten (10) days after end responsible for all other Tenant Inducement Costs. If as of the month in which such amounts were collected. Buyer Closing Date Seller shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and have paid any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.Tenant Inducement Costs

Prorations. The following All utility accounts at the Facilities shall be read as of the Effective Time, and Seller shall be responsible for all utility charges prior to such reading and Buyer shall be responsible for all utility charges primarily related to the Business thereafter. All rent and other charges due under the Contracts shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding Effective Time. Except with respect to real and personal property Taxes subject to Tax abatement or incentive arrangements which are allocated in accordance with the Closing Datefollowing sentence, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general real and special county personal property Taxes, assessments and city real property taxes and special assessments (collectivelysimilar items, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursany, due with due allowance to be made for the maximum available discount or other exemptions respect to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses Assets shall be prorated as of the Closing. Rents Effective Time, and other incomeall such Taxes, if any, collected by Buyer after assessments and similar items allocable to any period prior to the Closing Effective Time shall be applied first paid by Seller, and all such Taxes, assessments and similar items allocable to any amounts due to Buyer and then, period subsequent to the extent Effective Time shall be paid by Buyer. With respect to real and personal property Taxes which are subject to Tax abatement or incentive arrangements, the portion of such rents or other income relate Taxes that shall be allocable to the period ending on or before as of the Closing, such rents or other income Effective Time shall be paid to Seller within ten (10) days after end computed as if such period ended and the books of the month in which such amounts Business were collected. Buyer closed each as of the Effective Time; provided, however, the foregoing shall incur no obligation not relieve Seller of any liability or responsibility under Section 11.13 and shall not apply if and to Seller for Buyer's failure the extent the result would be to collect such rentals or other income. All security and any other refundable deposits paid by tenants allocate to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against period after the cash Effective Time more than a pro rata portion of the Purchase Price at amount of any such Tax determined as if there were no abatement or incentive for any portion of the Closingactual Tax period. Escrow Holder shall not be concerned with Notwithstanding any prorations that are to be made after the Closing pursuant to other provision of this Agreement, (i) if Seller pays any amount allocated to Buyer under this Section 17 Buyer will reimburse Seller upon demand for the amount paid to the extent it is not reflected as an asset on the final Statement of Net Working Capital; and (ii) if Buyer pays any amount allocated to Seller under this Section 17 Seller will reimburse Buyer upon demand for the amount paid to the extent it is not reflected as a liability on the final Statement of Net Working Capital. Notwithstanding the above, there shall be no duplication of adjustments reflected in the final Statement of Net Working Capital.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing DateAll current rent (including without limitation percentage rent), on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyestate taxes, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurscommon area charges, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearutility charges, and to other obligations of Seller under the extent - 7 - Leases or income or obligations of Seller under the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) Subleases and allocable either to the period before the Closing or to the period after the ClosingLicenses, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingEffective Time with respect to each Assumed Lease Store in accordance with the payment terms of the Lease applicable thereto (collectively the "Prorated Charges"). Rents and other incomeWhenever possible, if any, collected by Buyer after the Closing such prorations shall be applied first based on actual, current payments by or income to any amounts due to Buyer Seller and then, to the extent such rents or other income relate actual amounts are not available, such prorations shall be estimated as of the Effective Time for the applicable Store based on actual amounts for the most recent comparable billing period and such prorations shall be final (absent manifest error) without further reconciliations. Notwithstanding anything to the period ending on or before contrary in this Agreement, for any Lease for which a proration is not set forth in a Lease, for the ClosingNew Leases, such rents or other income and for the Fixed Assets, the property taxes shall be paid to prorated on a "calendar year or lien basis" for any such Assumed Leased Store, Owned Store or Fixed Asset not located in ▇▇▇▇▇ County, and on a "last tax due date basis" for any such Assumed Leased Store, Owned Store or Fixed Asset located in ▇▇▇▇▇ County. Seller within shall pay the Buyer a pro rata amount of percentage rent payable by Buyer under a Lease for an Assumed Lease Store for the lease year including the Effective Time for such Lease, not later than ten (10) business days after end prior to the date that Buyer is obligated to pay such percentage rent. Seller's prorated share shall be determined by multiplying (A) a fraction, the numerator of which is the amount of Seller's gross annual sales at such Assumed Lease Store from the first day of such lease year to (but not including) the Effective Time for the applicable Store, and the denominator of which is the sum of Buyer's and Seller's gross annual sales at such store for the entire lease year, times (B) the amount of percentage rent actually due under the Lease for such Assumed Lease Store. Seller, upon the request of Buyer, shall promptly provide the Buyer such information as Buyer shall be required to submit to landlords under the Leases in connection with the payment of percentage rent with respect to an Assumed Lease Store. Notwithstanding any of the month foregoing, the fixed percentage rent set out in which such amounts were collected. Buyer shall incur no obligation the Fourth Amendment to Seller Lease for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Store #6103 of $106,145.40 shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion prorated on a per diem basis as of the Purchase Price at Effective Time for the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementapplicable Store based on a lease year commencing July 1, 2007, and ending June 30, 2008.

Prorations. The following shall be prorated between Buyer Rents and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Dateany other amounts payable by Tenant, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyand, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearnot otherwise paid directly by the Tenant under the Tenant Lease, personal property taxes, installment payments of special assessment liens, vault charges, sewer charges, utility charges and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (normally prorated operating expenses actually collected, billed or any portion paid as of the Property) and allocable either to the period before the date of Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the date of Closing and be adjusted against the Purchase Price due at the Closing, provided that within sixty (60) days after the Closing, Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to the date of Closing, but not collected or paid at that date. Rents All prorations shall be based upon the actual number of days of ownership of the Property. Seller shall be responsible for all leasing commissions and other income, if any, collected by Buyer leasing costs due and payable prior to the Closing Date with respect to the Tenant Lease. Purchaser shall be responsible for all leasing commissions and other leasing costs attributable to any new leases executed on or after the Closing shall be applied first to Date or the renewal, extension or expansion of any amounts due to Buyer and then, existing lease after the Closing Date to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month Purchaser enters into any leasing agreement in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals leasing commissions and other leasing costs are payable in connection with the renewal, extension or other income. All security and expansion of any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made existing lease after the Closing pursuant Date. Seller represents and warrants that there are no leasing commissions or other leasing costs due and payable now or in the future under any agreement to which Seller or any of its affiliates is a party with respect to the Tenant Lease. The terms and provisions of this Agreementsection shall survive Closing hereunder.

Prorations. The following shall be prorated between (a) Seller and Buyer and Seller agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing Date, Date (the “Proration Time”) on the basis of then applicable six (6) month real property tax billing period, the actual number of days elapsed during following (collectively, the month in which the Closing occurs: general “Proration Items”): real estate and special county and city real personal property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions subject to the extent permissible for said yearterms of Section 9.7.1(b) below), utility bills (except as hereinafter provided), and collected Rents (subject to the extent terms of Section 9.7.1(b) below) payable by the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion owner of the Property) . Seller will be charged and allocable either credited for the amounts of all of the Proration Items relating to the period before up to and including the Closing or Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer’s approval prior to the Closing Date (the “Closing Statement”). Seller agrees that twenty-four (24) hours prior to the Closing, then Seller will discontinue data entry operations in the on-site computer system, including making deposits of rental income and will forward final reports as soon as practicable to Buyer’s representative so as to enable Buyer and Seller to work together to transition the management of the Property and complete work on prorations as set forth herein. The Closing Statement, once agreed upon, shall adjust the actual Taxes between be signed by Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition Seller and delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Escrow Agent for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Buyer (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure ) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion in payment of the Purchase Price at the Closing. Escrow Holder If the actual amounts of the Proration Items are not known as of the Proration Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed 120 days after closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. The provisions of this Section 9.7.1(a) will survive the Closing for a period of twelve (12) months. (b) Buyer will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rent previously paid to or collected by Seller and attributable to any period following the Proration Time. Rents are “Delinquent” when they were due prior to the Closing Date, and payment thereof has not been made on or before the Closing Date. Delinquent Rents will not be prorated. All sums collected by Buyer from and after Closing from each Tenant will be applied first to current amounts owed by such Tenant and then to Delinquent Rent owed by such Tenant to the extent not previously collected by Seller. Buyer shall deliver to Seller all Delinquent Rent collected hereunder on a monthly basis within five (5) days of the end of each calendar month. Buyer shall not have an exclusive right to collect any sums due Seller from Tenant under the Leases and Seller hereby retains the right to collect any sums due Seller from Tenants under the Leases for any sums due Seller for period attributable to Seller’s ownership of the Property; provided, however, Seller shall not be concerned with permitted to commence or pursue any prorations that are to be made after legal proceedings including eviction against any current Tenant. The provisions of this Section 9.7.1(b) will survive the Closing pursuant to this AgreementClosing.

Prorations. 5.4.1 The following provisions shall govern the adjustments and prorations that shall be prorated made at Closing and the allocation of income and expenses from the Property between Buyer Seller and Seller Purchaser. Except as expressly provided in this Section 5.4.1, all items of operating revenue and operating expenses of the Property, with respect to the period prior to and ending at 11:59 p.m. local time of at the Property on the day immediately preceding the Closing DateDate (the “Cut-off Time”), shall be for the account of Seller and all items of operating revenue and operating expenses of the Property with respect to the period from and after the Cut-off Time, shall be for the account of Purchaser. Without limitation on the foregoing the following shall be prorated between Purchaser and Seller as of the Cut-off Time: (a) All non-delinquent real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the actual number fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of days elapsed during the month in which Property or from any improvements made or leases entered into on or after the Closing occurs: general and special county and city real property taxes and special Date. If any assessments (collectivelyon the Property are payable in installments, "Taxes") then the installment for the tax current period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on prorated (with Purchaser assuming the most recent official tax bills or notice of valuation available for the fiscal year in which obligation to pay any installments due after the Closing occursDate). (b) Subject to this Section 5.4.1(b), with due allowance to be made for all fixed rent and regularly scheduled items of additional rent under the maximum available discount or other exemptions to the extent permissible for said yearLeases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the tax bills do foregoing were made by tenants under the Leases and are not accurately reflect the actual Taxes assessed against the Property (applied or any portion of the Property) and allocable either forfeited prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer ) to Purchaser on the Closing Date. Rents which are delinquent as of the Closing Date shall receive all rents and other income accruing, not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall pay all other expenses accrued diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or incurred, declare a default in connection with any Lease and in no event shall Purchaser incur any liability to Seller for failure to collect such delinquencies). To the ownership or operation of Property extent Purchaser receives rents on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing such payments shall be applied first to any amounts due to Buyer and then, to toward the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of for the month in which such payment is collected, second to the rents for the month in which Closing occurs, third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser, and fourth toward any rents that shall then be due and payable to Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts were collectedowed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Buyer Seller reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate or threaten to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant, provided that with respect to any rents or other amounts so collected by Seller, Purchaser’s share thereof, if any, shall be held by Seller in trust for Purchaser and promptly delivered to Purchaser by Seller following the conclusion of such legal action or proceeding, if any. Delivery of the Assignment and Assumption of Leases and Contracts shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (c) Tenants of the Property may be obligated to pay, as additional rent, certain percentage rent, escalations in base rent and pass throughs of operating and similar expenses pursuant to the terms of the Leases (collectively, “Additional Rents”). Seller shall send all tenants at the Property reconciliation statements for calendar year 2011 prior to Closing and shall remain exclusively liable for any Additional Rents attributable to such calendar year. Purchaser shall cooperate with Seller and the applicable tenants to conduct and conclude such reconciliation; provided, however, Purchaser shall not be required to incur any third party out-of-pocket costs or expenses in connection with such cooperation with Seller. If Seller collected estimated prepayments of Additional Rents during calendar year 2011 in excess of any tenant’s share of such expenses, then Seller shall be solely responsible for crediting or repaying those amounts to the appropriate tenants under the Leases. If Seller under-collected estimated prepayments of Additional Rents during calendar year 2011, then Seller shall be solely entitled to any reimbursement from the tenants with respect to such amounts and Purchaser shall promptly remit to Seller any amounts received by Purchaser from such tenants with respect to such Additional Rents if received after Closing; Purchaser shall reasonably cooperate with Seller to pursue the collection of any such amount in the ordinary course of business (but Purchaser shall not be required to incur any third party out-of-pocket costs or expenses in connection therewith or litigate or declare a default in any Lease and, provided that Purchaser shall have complied with the foregoing obligations, in no obligation event shall Purchaser incur any liability to Seller for Buyer's failure to collect such rentals amounts). With respect to any Additional Rents for calendar year 2012, the only proration to be made at Closing, if any, shall be a credit to Seller if Seller fully paid the operating expenses but did not receive payment of the Additional Rents for the period commencing on January 1, 2012 and ending on the Closing Date (the “Stub Period”), or a credit to Purchaser if Seller did not pay the operating expenses but received the Additional Rents for the Stub Period (in each case the credit being the amount of the Additional Rents billed to the tenants for the Stub Period). There shall be no further reconciliation after the Closing with respect to 2012 Additional Rents. Seller shall be entitled to collect any Additional Rents directly from tenants who are no longer in occupancy of space at the Property, to the extent relating to its period of ownership. (d) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Leases and Contracts and any fees or expenses in connection with any agreements recorded against the Property and which are not eliminated as an Unpermitted Exception pursuant to Section 4.1. (e) Any prepaid items, including fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees required by applicable law. (f) Utilities, including telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available (but in no event later than one hundred twenty (120) days following the date of Closing), or if current meter readings are available, on the basis of such readings. (g) Deposits with telephone and other income. All security utility companies, and any other refundable deposits paid by tenants persons or entities who supply goods or services in connection with the Property if the same are assigned to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price Purchaser at the Closing, which shall be credited in their entirety to Seller. (h) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property, subject to Section 7.2.3(a). 5.4.2 At Closing Seller shall receive a credit for the “Purchaser Leasing Costs” (as defined below) incurred by Seller in connection with the “CytoSport Lease” (as defined below). Escrow Holder As used herein, the term “Purchaser Leasing Costs” shall mean any brokerage and leasing commissions (in an amount not be concerned to exceed $17,000), tenant improvement costs and other costs and expenses in connection with the lease with “CytoSport” (as defined below). If Purchaser has approved any prorations that are to be made extension, renewal or expansion of any existing Lease exercised or entered into from and after the Closing pursuant Effective Date in accordance with Section 7.2.3, then the parties shall agree to this Agreementprorate any cost or expense incurred in connection with such extension, renewal or expansion at the time of such approval. Notwithstanding the foregoing, Seller shall be solely responsible for any attorneys’ fees incurred by Seller in connection with the execution of the CytoSport Lease.

Prorations. The following Purchase Price for the Property shall be prorated between Buyer subject to prorations and Seller credits as follows to be determined as of 11:59 p.m. local time 12:01 a.m. on the Closing Date: 1. Rents Payable Under Tenant Leases. Any portion of any rents collected subsequent to the day immediately preceding Closing Date and properly allocable to periods prior to the Closing Date, on net of Purchaser's third-party costs of collection, if any, shall be paid, promptly after receipt, to the basis Seller, but subject to all of the actual number provisions of days elapsed during this Section; and any portion thereof properly allocable to periods subsequent to the month Closing Date, if any, shall be paid to Purchaser. Any amount collected from a tenant shall first be applied to such tenant's current monthly rental and then to past due amounts in the reverse order in which they were due. Any advance rental payments or deposits paid by tenants prior to the Closing occurs: general Date and special county and city real property taxes and special assessments (collectively, "Taxes") for applicable to the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration periods of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which time subsequent to the Closing occurs, with due allowance to be made for the maximum available discount Date and any security deposits or other exemptions amounts paid by tenants, together with any interest on both thereof to the extent permissible such interest is due to tenants, shall be credited to Purchaser on the Closing Date. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants until said yearsums are paid. 2. Motel Room, Restaurant and Bar Revenues. Purchaser shall be entitled to all food service, bar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, Motel banquet and conference facility operations, and all other revenue of any kind attributable to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to same for the period before on and after 12:01 a.m. on the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the ClosingDate. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and Purchaser shall pay over to Seller all other expenses accrued or incurred, collections of accounts receivable in connection with the ownership Properties which have accrued as of Closing (the "Closing Accounts Receivable"). By no later than sixty (60) days after Closing, Purchaser shall pay to Seller an amount equal to the remaining Closing Accounts Receivable, minus those uncollectible Closing Accounts Receivable as agreed upon by Purchaser and Seller. Seller shall deliver to Purchaser or operation of Property before provide Purchaser a credit against the Purchase Price for the Properties in an amount equal to all guest reservation deposits held by the Motels for Motel guests arriving or staying after check-out time for the Motel on the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation . All collections of Property on or Motel receivables from any party after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts receivables due from such party which have accrued prior to Buyer Closing and then, second to the extent receivables due from such rents or other income relate to the period ending on or before the party which have accrued after Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Buyer Purchaser and Seller on a per diem basis as of 11:59 p.m. local time the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day immediately preceding prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills ascertainable amounts of or notice other reliable information for each item of valuation available income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the fiscal year in which reasonable control of the Closing occursparties hereto, with due allowance information necessary to calculate any proration, adjustment or credit for any item required to be made for the maximum prorated, adjusted or credited under this Section 10 is not available discount or other exemptions prior to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller such items shall adjust the actual Taxes between Buyer and Sellerbe prorated, adjusted or credited outside of Escrow, escrow after Closing as soon as reasonably possible following such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the Closingother, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In addition the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the foregoing apportionmentsother, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall receive be responsible for all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before days up to the Closing Date, and Buyer Purchaser shall receive be responsible for all rents days including and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date. Except as otherwise expressly provided in this Agreement, all of which rents, other income and expenses prorations shall be prorated final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. Rents For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other incomecollection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, if any, all amounts collected by Buyer after the Closing from such person shall be applied first to any amounts due to Buyer and then, to the extent amount of rents owing by such rents or other income relate to person for the period ending on or before of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, such rents or other income Seller shall be paid deliver to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer Purchaser at the Closing oroffices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's optioncost, credited to Buyer against the cash portion may retain a copy of the Purchase Price foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related to Seller's prior ownership of the Property. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Escrow Holder Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the Effective Date, Seller shall not be concerned with undertake any prorations that are tenant improvement work on any Unit without the prior written consent of Purchaser, such consent not to be made after the Closing pursuant to this Agreementunreasonably withheld, conditioned or delayed.

Prorations. The following To the extent not included in the Assumed Reserved Liabilities, (i) Sellers shall be prorated between Buyer bear all personal property and Seller as of 11:59 p.m. local time of ad valorem Tax liability with respect to the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Acquired Assets to the extent permissible for said yearsuch Tax relates to periods prior to the Closing, and (ii) Purchaser shall bear all personal property and ad valorem Tax liability with respect to the Acquired Assets to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) such Tax relates to periods from and allocable either to the period before the Closing or to the period after the Closing, then Buyer in each instance irrespective of the reporting and Seller payment dates of such Taxes. To the extent not included in the Assumed Reserved Liabilities, (i) Sellers shall adjust bear all salaries and other compensation payable to employees or officers who are Transferred Employees, and other recurring payments under Contracts that are Designated Contracts with respect to the actual Taxes between Buyer Acquired Assets to the extent such salaries and Seller, outside of Escrow, as soon as reasonably possible following compensation and recurring payments relate to periods prior to the Closing. In addition , and (ii) Purchaser shall bear all salaries and other compensation payable to employees or officers who are Transferred Employees and other recurring payments under Contracts that are Designated Contracts with respect to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and thenAcquired Assets, to the extent such rents or other income salaries and compensation and recurring payments relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days periods from and after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall To the extent not be concerned with any prorations included in the Assumed Reserved Liabilities, all other property Taxes, ad valorem Taxes, and similar recurring Taxes and fees on the Acquired Assets, and all salaries and other compensation payable to employees or officers who are Transferred Employees, and other recurring payments under Contracts that are Designated Contracts, shall be pro rated for the applicable period between Purchaser and the applicable Seller as of 12:01 a.m. local time on the Closing Date. All payments to be made after by Purchaser or any Seller in accordance with this Section 2.9 shall be made, to the extent then determinable within 5 Business Days of the determination of the Final Closing pursuant Net Current Assets, or to this Agreementthe extent not determinable as of the determination of the Final Closing Net Current Assets, promptly following the determination thereof, with such payments paid to the appropriate Party when due. Each Party shall have the right of reasonable review and approval of the other's property Tax Returns and assessments for which any other Party bears any economic responsibility. The Parties shall reasonably cooperate with respect to any review, contest, or challenge of any Tax Return or assessment. The Parties shall undertake a reconciliation and allocation procedure using the mechanism set out above for the reconciliation and allocation of payroll expenses and costs, and other recurring payments under Contracts that are Designated Contracts; it being understood that the processing and payment of vendor invoices shall be performed in accordance with the procedures set forth in Schedule 2.9 hereto.

Prorations. The following shall be prorated between Buyer items relating to the Assets and Seller as of 11:59 p.m. local time the ownership and operation of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") Generating Assets will be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period then prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in effect connection with similar transactions, and insurance premiums other items payable by Seller under the Real Property Leases and the Business Contracts. (but only c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if Buyer the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is assuming Seller's insurance policy or policies). Proration fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the most recent official tax bills one hand, or notice Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by any approval of valuation available for the fiscal year in which transfer of the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions FERC project licenses related to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentsHydro Units, Seller shall receive all rents and other income accrued, and shall agrees to pay all other expenses annual charges accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated under such licenses as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following items shall be prorated between Buyer Seller and Seller Purchaser (with Purchaser deemed to be holding title as of 11:59 p.m. local time of the day immediately preceding the Closing Date): a. All ad valorem and other real estate taxes with respect to the Property (collectively, the “Taxes”) shall be prorated as of 12:01 a.m. on the Closing Date. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of the Taxes shall be made upon the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") tax rate for the immediately preceding tax period then in effect and insurance premiums year applied to the latest assessed valuation of the Property. Within thirty (but only if Buyer is assuming Seller's insurance policy or policies). Proration 30) days after the actual amount of the Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursoccurs are determined, with due allowance to be made for Seller and Purchaser shall adjust the maximum available discount proration of the Taxes and Seller or other exemptions Purchaser, as the case may be, shall pay to the extent permissible for said year, other any amount required as a result of such adjustment. All unpaid taxes and to the extent the tax bills do not accurately reflect the actual Taxes taxes assessed against the Property for prior years due to a change in use or ownership of the Property shall be paid by Seller. Notwithstanding the foregoing, there will be no proration of taxes among the parties pursuant to this provisions for which the payor is entitled to or has received a reimbursement from USPS. b. All rent and other amounts payable under the Lease shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall be charged with, and Purchaser shall receive, a credit against the Purchase Price for (i) any rent and other amounts collected by Seller or the Contributed Entity with respect to the Property prior to the Closing Date, but applicable to any period after the Closing Date and (ii) any security deposits held by Seller or the Contributed Entity with respect to the Property and prepaid rents received by Seller or the Contributed Entity with respect to the Property under the Lease. Rent is deemed to be delinquent when payment thereof is due on or prior to Closing but has not been made by Closing. Delinquent rent shall be prorated between Purchaser and Seller as of the Closing as if Seller or the Contributed Entity had received such rent and consequently, Seller shall not be entitled to any credit or increase to the Purchase Price as a result of such delinquent rent. Seller is permitted to pursue Tenant for delinquent rent that was due prior to Closing, but agrees to do so in a commercially reasonable manner (provided, however, that: (a) Seller shall not seek to have Tenant’s possession of the Land and the Improvements under the Lease terminated; and (b) Seller shall not be entitled to any rent received from Tenant after the Closing unless Tenant is current in its rent obligations to Purchaser for periods occurring from and after Closing). Delinquent rent collected by Purchaser (if any), net of the costs of collection (including attorneys’ fees), shall be applied first against those amounts currently due (or any portion of the Propertyto be due within ten (10) days) and allocable either then to amounts most recently overdue. Any payments due to Seller as a result of collected delinquent rent shall be payable by Purchaser to Seller upon receipt thereof. In the period before event Seller receives the Closing or to the period rental check from Tenant after the Closing, then Buyer and Seller shall adjust it was not a part of the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentsrent proration, Seller shall receive all immediately remit to Purchaser the full amount of the check received. Both parties acknowledge that USPS rents and other income accruedare paid in arrears, at the end of month, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, be adjusted accordingly. c. All other income and operating expenses of the Contributed Entity or the Property, including, without limitation, public utility charges, maintenance, management, and other service charges, and all other normal operating charges shall be prorated as of the Closing. Rents Closing Date based upon the best available information (it being understood that, unless otherwise indicated, Seller, on behalf of the Contributed Entity, shall pay all amounts due with respect to the Property that accrue prior to the Closing Date), or, in Purchaser’s sole discretion, moved into Purchaser’s name as of the Closing Date. d. With respect to leasing commissions, tenant finish costs, costs associated with architectural plans and other incomespecifications, utility splits, and demising costs, if any, collected by Buyer after the Closing Seller shall be applied first to any amounts due to Buyer and then, to responsible for the extent payment of all such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price costs at the Closing. Escrow Holder . e. For purposes of proration only, Purchaser is deemed to own on the Property on the Closing Date. f. This Section 3.06 shall not be concerned merge with any prorations that are to be made after the Closing pursuant to this AgreementDeed and shall survive the Closing.

Prorations. The following shall be prorated between Buyer and Seller Seller, as of 11:59 p.m. local time the Close of the day immediately preceding the Closing DateEscrow, on the basis of the actual number of days elapsed during the month in which the Closing Close of Escrow occurs: (a) general and special county and city real property taxes and special assessments (collectively, "Taxes"); (b) for utilities; and (c) any service agreements transferred to Buyer at the tax period then in effect Close of Escrow. The amount of any utility deposit, or any other deposit transferred to Buyer pursuant hereto, shall be credited to Seller and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)debited to Buyer. Proration of Taxes shall must be based on the most recent official tax bills or notice of valuation available to the general public for the fiscal year in which the Closing Close of Escrow (such obligation to survive the Close of Escrow) occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing), then Buyer and Seller shall adjust the such actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Close of Escrow. In the event that after the Closing, there shall be a retroactive increase in any Taxes imposed on the owner of the Property: (i) if such increase shall relate to the tax year in which the Close of Escrow occurred, such increase shall be prorated by Seller and Buyer on a per diem basis based on their respective periods of ownership during the period such increase is effective, (ii) if such increase shall relate to any tax year subsequent to the tax year during which the Close of Escrow occurred, such increase shall be the obligation of Buyer, and (iii) if such increase shall relate to any tax year prior to the tax year during which the Close of Escrow occurred, such increase shall be the obligation of Seller. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, accrued prior to the a Close of Escrow and shall pay all other expenses accrued or incurred, incurred in connection with the ownership or operation of the Property before prior to the Closing Date, Close of Escrow and Buyer shall receive all rents and other income accruing, accruing on or after the Close of Escrow and shall pay all other expenses incurred or accrued or incurred, in connection with the ownership or operation of the Property on or after the Closing Date, all Close of which rents, other income Escrow. If and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent Escrow Holder requires any information or instructions from Buyer and Seller in order to perform such rents or other income relate to the period ending on or before the Closingprorations, such rents or other income Buyer and Seller shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closingfurnish Escrow Holder with further mutual instructions. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing Close of Escrow pursuant to this Agreement.

Prorations. The following (a) Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the business and operation of the Purchased Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Seller liable to the extent permissible for said year, and such items relate to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either time period prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive liable to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the business and operation of the Purchased Assets; (ii) Rent, Taxes and all other items (including prepaid services or goods not included in Inventory) payable by or to Seller under any of Seller's Agreements assigned to Buyer pursuant to Section 2.1(d) hereof; 176 (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other income accruing, utilities; (v) Rent and shall pay all Taxes and other expenses accrued or incurred, in items payable by Seller under the Real Property Agreements assigned to Buyer; and (vi) Dues and fees payable to industry organizations under Seller's Agreements assumed by Buyer pursuant to Section 2.1(d) hereof. (b) In connection with the ownership prorations referred to in (a) above, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the actual Taxes or operation other amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of Property the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) including and after the Closing Date, all of which rents, . Seller and Buyer agree to furnish each other income and expenses shall be prorated as of the Closing. Rents with such documents and other income, if any, collected by Buyer after the Closing shall records as may be applied first reasonably requested in order to any amounts due to Buyer confirm all adjustment and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be proration calculations made after the Closing pursuant to this AgreementSection 3.5.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local If the Purchase Price is received by Seller’s depository bank in time of the day immediately preceding to credit to Seller’s account on the Closing Date, on the basis day of the actual number of days elapsed during the month in which the Closing occurs: general shall belong to Buyer and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance all prorations hereinafter provided to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion as of the Property) and allocable either to Closing shall each be made as of the period before end of the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property day before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against If the cash portion of the Purchase Price at is not so received by Seller’s depository bank on the ClosingClosing Date, then the day of Closing shall belong to Seller and such proration shall be made as of the end of the day that is the Closing Date. Escrow Holder In each such proration set forth below, the portion thereof applicable to periods beginning as of Closing shall be credited to Buyer or charged to Buyer as applicable and the portion thereof applicable to periods ending as of Closing shall be credited to Seller or charged to Seller as applicable. The parties acknowledge and agree that the Lease is a fully triple net lease such that Buyer, as tenant, is responsible to pay directly, or reimburse Seller for, any and all expenses incident to the ownership, operation and maintenance of the Premises, in each case as required under the Lease. As a result, the parties shall not be concerned engage in normal and customary prorations. However, at Closing, Buyer shall pay or credit to Seller any and all of the following: (i) all Rent (as defined in the Lease) owing from Buyer, as tenant, to Seller (such amounts, “Rental Amounts”) under the Lease for the portion of the month in which closing occurs occurring prior to Closing and any period prior to Closing to the extent not previously paid by Buyer to Seller, including, but not limited to, any rental delinquencies; and (ii) all sums advanced or paid by Seller for real estate taxes, operating expenses, general assessments or special assessments related to the Premises for any period prior to or subsequent to the Closing to the extent not previously paid or reimbursed by Buyer, including, but not limited to, real estate taxes paid by Seller with respect to any prorations period prior to or subsequent to the Closing and not yet reimbursed. At Closing, Seller shall credit to Buyer any Rental Amounts paid by Buyer that are allocable to be made the period from and after Closing; provided, however, that Seller shall retain all amounts of additional rent previously paid by Buyer to Seller on account of common area maintenance expenses, real estate taxes, insurance expenses or other expenses to the extent incurred by Seller on account of expenses allocable to the Premises prior to or after Closing pursuant to this Agreementand previously paid by Seller.

Prorations. The following All current rent, reimbursements and other income from the Property and all current taxes, assessments, utilities, maintenance charges and similar expenses of the Property, determined using the accrual method of accounting, shall be prorated between Buyer Optionor and Seller Optionee as of 11:59 p.m. local time the Closing Date and, to the extent of information then available, such prorations shall be made at the day immediately preceding Closing. Optionor and Optionee shall use their best efforts prior to the Closing Date to prepare a schedule of prorations covering as many items to be prorated as practicable so such prorations can be made at the Closing. Such prorations shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Optionor and Optionee agree to cooperate and to use their best efforts to complete such prorations no later than thirty (30) days after the Closing Date, except for any annual reconciliation of expense reimbursements payable by tenants which cannot be completed until the final accounting for the year has been prepared. Monthly income and expense items shall be prorated on the basis of a thirty (30) day month. Such income and expenses of the actual number of days elapsed during Property for the month in which period before the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") Date shall be for the tax account of Optionor and such income and expenses for the period then in effect on and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes after the Closing Date shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which account of Optionee. Security deposits, other refundable deposits, and similar prepaid rents shall be credited to Optionee and charged to Optionor at the Closing occursClosing. Optionor shall pay all taxes, with due allowance to be made assessments, invoices for the maximum available discount goods furnished or services supplied, and other exemptions expenses relating to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and that are allocable either to the period before the Closing or Date. Optionor shall immediately pay to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive Optionee all rents and other income accrued, and shall pay all other expenses accrued received by Optionor either before or incurred, in connection with the ownership or operation of Property before after the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with Date that are allocable to the ownership or operation of Property period on or after the Closing Date, all of which rents, other income and expenses . Optionor shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after solely responsible for collecting rents or charges that became due from tenants before the Closing Date. If any such rents or charges are received by Optionee, then Optionee shall pay such rents or charges to Optionor but all money received by Optionee shall be applied first to any amounts rent that accrues or becomes due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following (a) Non-delinquent real property taxes and any current installments on any improvement assessment liens, ▇▇▇▇▇-▇▇▇▇ bond payments and similar assessments affecting the Real Property and any personal property taxes affecting the Personal Property shall be prorated between based on the most recent available tax bills using a 30-day month and a 360-day year. Any increase in real property taxes and assessments arising out of the sale of the Real Property to Buyer (or its assignee), or a sale or change in ownership after the sale to Buyer, and any supplemental real property taxes and assessments arising out of any construction pertaining to the Real Property completed following the Close of Escrow shall be paid by Buyer when assessed, and Buyer shall indemnify Seller from and against all such taxes. Any supplemental real property taxes or private assessments arising out of any occurrence before the Close of Escrow shall be paid by Seller when assessed to the extent such taxes or assessments are attributable to any period before the Close of Escrow, and Seller shall indemnify Buyer from and against all such taxes and assessments. The parties’ indemnification obligations under this Section shall survive the Close of Escrow. (b) Non-delinquent rentals and other charges payable by tenants shall be prorated based on the updated Rent Roll delivered pursuant to Section 5(c)(v). Rentals are delinquent when payment thereof is more than thirty (30) days past due as of the Close of Escrow. In addition, rentals from a tenant less than thirty (30) days past due will be considered delinquent if that tenant also has at least one month of rental more than thirty days past due (e.g. if a tenant has not paid its monthly rental for January of a year, and assuming a date after February 1 for the Close of Escrow, due to the January delinquency the rental for the month of February also will be considered delinquent even though it is less than thirty ((30) days past due). Escrow Holder shall credit the amount of security deposits held by Seller as shown on the Rent Roll against the Purchase Price payable by Buyer. Rentals collected by Seller not shown on the updated Rent Roll and delinquent rentals collected by Buyer as hereafter provided shall be prorated by the parties outside of escrow as of the Closing Date and paid to the entitled party as soon as practical from time to time as collected. After the Close of Escrow Buyer shall use its commercially reasonable efforts to collect any delinquent rentals, but Buyer shall not be required to file suit or evict a tenant. If, after making diligent efforts to collect delinquent rentals from any tenant or tenants, or ninety (90) days after the Close of Escrow, whichever first occurs, Buyer elects not to file a legal action against such tenant or tenants, Buyer shall notify Seller, and Seller may file a legal action or actions against such tenant or tenants for the delinquent rentals owing to Seller except that Seller shall not pursue an eviction remedy. Delinquent rentals collected by Buyer, net of the reasonable costs of collection (including attorney’s fees), shall be applied first against rent accruing for the month in which the Closing occurs, then against any other amounts owing Buyer, then against other amounts most overdue. Percentage rent, if applicable and if any, for the rental period including Closing shall be prorated upon receipt, based upon the tenant’s sales for the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (c) No later than two (2) business days before the Close of Escrow, the parties will prorate outside of escrow on an accrual basis all known deposits and operating expenses concerning the Property, refundable deposits held by any governmental agency or utility that will be assigned to Buyer at the Close of Escrow. If any of the foregoing cannot be apportioned at the Closing Date because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned and paid to the entitled party as soon as practicable after the Closing Date, but in no event later than ninety (90) days after the Closing Date. Sewer, gas, electric, telephone and other utility charges, to the extent not reimbursed or paid directly by tenants, shall not be prorated but shall be paid by Seller to the utility company. (d) Buyer and Seller shall take all steps necessary to effectuate the transfer of all utilities presently in Seller’s name into Buyer’s name as of 11:59 p.m. local time the Close of Escrow. Where necessary, Buyer will post deposits with the utility companies. (e) All prorations and adjustments shall be made as of 12:00 midnight on the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following items shall be prorated by the parties at the Closing Conference as of the Close of Escrow: (a) Real property taxes and special assessments with respect to the Land and Improvements based upon the latest available tax information such that Seller shall be responsible for all such taxes levied against the Property and all installments of special assessments then payable, to and including the day prior to the earlier of the Close of Escrow or the “Commencement Date” of the Lease, and Buyer shall be responsible for all taxes levied against the Property and all installments of special assessments payable thereafter. In the event Seller receives any payment from FedEx for any taxes or assessments, Seller shall credit Buyer for all such amounts received. In the event the actual real property taxes and special assessments differ from the latest available information used to prorate such amounts, Buyer and Seller shall re-prorate such amounts promptly upon reciept of information regarding such actual amounts; and (b) Rents and other receivables under the Lease (collectively, “Rents”) shall be accounted for as follows: (i) Rents due and payable in the month of the Close of Escrow shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments that Seller has collected all current Rents; (collectively, "Taxes"ii) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on entitled to all Rents and other receivables accruing after the most recent official tax bills or notice Close of valuation available for the fiscal year in which the Closing occurs, with due allowance Escrow; and (iii) Seller shall promptly remit to be made for the maximum available discount or other exemptions Buyer all sums received by Seller from FedEx (including advanced rentals) to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period accruing after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside Close of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all Escrow other than for rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and receivables for which Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementreceived credit hereunder.

Prorations. The following Rentals, revenues, and other income, if any, from the Property, taxes, assessments, improvement bonds, service or other contract fees, utility costs, and other expenses affecting the Property shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Closing Date. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. Delinquent rentals as of the day immediately preceding Closing Date shall not be prorated and Seller hereby irrevocably assigns, as of the Closing Date, on its entire right to collect the basis of the actual number of days elapsed during the month in which same to Buyer, provided, however, that any delinquent rentals actually collected by Buyer after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date shall be based on remitted to Seller after deducting Buyer's actual costs (including attorney's fees and costs) in the most recent official tax bills collection of such delinquent rentals and after applying such amounts to any rentals due and owing and attributable or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing. On the Closing Date, then Buyer and Seller shall adjust the actual Taxes between Buyer and be fully credited for (i) security deposits which were paid by tenants to Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition (ii) reimbursement expenses and other sums owed by Seller to tenants for work or disputes which occurred prior to the foregoing apportionmentsClosing Date or for work to be performed or allowances to be granted to any tenants upon or after the Closing Date pursuant to any Tenant Leases in existence as of the Closing Date, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued (iii) any commissions or incurred, brokerage fees payable upon or after the Closing Date in connection with the ownership or operation any Tenant Leases in existence as of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or (iv) rentals already received by Seller attributable to periods after the Closing Date, all of which rents, other income and expenses . All non-delinquent real estate taxes or assessments on the Property shall be prorated as of based on the actual current tax bill, ▇▇t if such tax bill ▇▇▇ not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all taxes, including all supplemental taxes, allocable to the period prior to the Closing and Buyer shall bear all taxes, including all supplemental taxes, allocable to the period after the Closing. Rents If any expenses attributable to the Property and other incomeallocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Buyer shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 6.5 shall survive the Closing for a period of one (1) year. Ten (10) days prior to the Closing, Escrow Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the "Preliminary Closing Statement") based on an income expense statement prepared by Seller, approved by Buyer, and delivered to Escrow Agent prior to said date, setting forth (i) the proration amounts allocable to each of the parties pursuant to this Section 6.5 and (ii) the Closing Costs allocable to each of the parties pursuant to Section 6.6 hereof. Based on each of the party's comments, if any, collected by Buyer after regarding the Preliminary Closing Statement, Escrow Agent shall be applied first revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end each of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer parties at the Closing or, at Seller's option, credited to Buyer against (the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the "Closing pursuant to this AgreementStatement").

Prorations. The following shall (a) Ad valorem taxes and assessments (whether for real estate or personal property) against the Property will be prorated between Buyer and Seller at Closing as of 11:59 p.m. local time the Closing Date based on the tax bills for the year of the day immediately preceding Closing. Buyer will receive at Closing a credit against the Purchase Price in an amount equal to the portion of the taxes and assessments on the Property from the beginning of the current tax year to the Closing Date. If Closing occurs before that year's tax bills are available, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall proration will be based on the most recent official latest tax bills or notice of valuation available rate applied to the latest unappealed tax value. If an estimated proration is made, then after the taxes and assessments for the fiscal year in which the Closing occursoccurs are finally assessed, with due allowance within 30 days after demand, Buyer shall refund to be made for Seller any amount overpaid by Seller or Seller shall pay to Buyer the maximum available discount or other exemptions amount of any deficiency in the proration. Buyer shall cause the Partnership to the extent permissible for said year, pay all taxes and to the extent the tax bills do not accurately reflect the actual Taxes assessed assessments against the Property before they become delinquent. (or any b) Buyer acknowledges that all cash assets of the Partnership will be distributed to Seller prior to the Closing. All income and expenses of the Real Property and Improvements (other than ad valorem taxes and assessments) will be prorated at Closing as of the Closing Date on an accrual basis. All rents actually prepaid for a portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property term on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer offset against the cash portion of Purchase Price. All other income and expense items subject to proration pertaining to the Purchase Price period prior to the Closing Date will be allocated to and paid by Sellers and all income and expense items subject to proration pertaining to the period starting on the Closing Date will be allocated to and paid by Buyer. Seller is responsible for Lease commissions due Seller's employees and locator fees for Leases under which the tenant moves into a unit prior to the Closing Date. Buyer is responsible for locator fees for Leases under which the tenant moves into a unit on or after the Closing Date. All application fees which are not prepaid security deposits shall be retained by Seller. Any income payable in connection with any Service Contract will be prorated, but no lump sum or up front payments paid to Seller with respect to any Service Contract will be prorated. Rent will be prorated based on the Rent Roll provided by the Partnership at the Closing. Escrow Holder No later than 3 business days prior to the Closing Date, Buyer and each Seller shall not be concerned with mutually approve and provide to Closing Agent a schedule of prorations in as complete and accurate a form as possible. No later than 60 days after Closing, each Seller and Buyer shall make appropriate post-closing adjustments to the prorations of income and expenses but in no event will any prorations that are to readjustment be made after the 60th day after the Closing pursuant Date, other than a readjustment of ad valorem taxes and assessments. (c) All Deposits paid as refundable security for rent, cleaning, pet deposits, or any other purposes will be paid to Buyer at Closing and the obligation, if any, to refund the cash deposits to tenants is assumed by Buyer. Except as provided in SECTION 6.3(d), no non-refundable deposits or fees paid by tenants shall be paid or payable to Buyer. (d) Any amounts of so-called "hassle free move-out" payments paid to the Partnership for current leases on the Properties shall be equally split between Seller and Buyer and, at Closing, Seller shall pay to Buyer its share thereof. (e) All deposits and escrows made by Seller with the respective Lenders will be delivered to the Seller at Closing and will be retained by the Seller or will be credited to the Seller at Closing. (f) The obligations of Sellers and Buyer under this AgreementSECTION 6.3 survive the Closing.

Prorations. The following 16.1 Real estate and personal property taxes and ground rents under the Ground Leases shall be prorated between Buyer and Seller as of 11:59 p.m. local time midnight of the day immediately before the Closing Date. In the event that the taxes for the year of the Closing are unknown, the tax proration will be based upon such taxes for the prior year and, at the request of either party, such taxes for the year of the Closing shall be reprorated and adjusted when the tax bill for the year ▇▇ ▇he Closing is received and the actual amount of taxes is known. 16.2 Utility bills or charges, where applicable, shall be prorated as of midnight of the day before the Closing Date. The parties shall, to the extent reasonably possible, have utility meters read the day preceding the Closing Date and Seller shall be responsible for paying all utility bills or charges which accrued against the Property prior to midnight of the day before the Closing Date and Purchaser shall be required to pay all utility bills or charges accruing against the Property on or subsequent to midnight of the day before the Closing Date, on the basis with any charge for which a reading could not be made as of the actual number of days elapsed during the month in which day preceding the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for Date being prorated as of midnight of the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be day before the Closing Date using an estimate based on the most recent official tax bills or notice reading for such utility. Purchaser shall, as of valuation available for the fiscal year in which day prior to the Closing occursDate, post with due allowance to be made for the maximum available discount or other exemptions each utility company such deposit as each such utility company shall require, to the extent permissible for said year, and end that Seller's utility deposits shall be refunded to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after Seller following the Closing, then Buyer and Seller after appropriate charge for Seller's utility bills. Purchaser shall adjust secure its own insurance on the actual Taxes between Buyer and Seller, outside Property as of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer Seller shall receive cancel all rents existing insurance policies as of the Closing Date. Purchaser and Seller shall, before and after the Closing, reasonably cooperate with each other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Datethis Section 16.2. 16.3 The parties agree that, except as otherwise specifically stated elsewhere in this Agreement, all of which rents, other income and expenses shall of the Property are intended to be prorated as of midnight of the Closingday before the Closing Date. Rents and other incomePurchaser shall be deemed the owner of the Property, if anyfor the purpose of such calculation, collected for the entire Closing Date. Income shall include all revenue of Seller derived from the operation of the Property. Expenses shall include all expenses from the operation of the Property. Income actually received by Buyer after Seller prior to the Closing in payment for a period subsequent to the Closing shall be applied first appear on the closing statement as a credit to any amounts due to Buyer and then, Purchaser. Expenses actually paid by Seller prior to the extent such rents or other income relate Closing in payment for a period subsequent to the period ending Closing shall appear on or before the Closingclosing statement as a credit to Seller. 16.4 Notwithstanding anything to the contrary in Section 16.3 above, such rents or other income under the Leases, including, without limitation, fixed rent and additional rent, including operating expense and real estate tax pass-throughs (collectively, "Rents"), shall be paid to Seller within ten (10) days after end of addressed in the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.manner set forth in

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, on and a per diem adjustment shall be made for the basis of days between the actual number of days elapsed during the month in which meter reading date and the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be Date based on the most recent official tax bills or notice of valuation available meter reading. (iv) Amounts payable under the Spectrasite Agreements and amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the fiscal year in which calendar year. If the Closing occursDate shall occur before the tax rate is fixed, with due allowance to the apportionment of real estate taxes shall be made upon the basis of the tax rate for the maximum available discount or other exemptions preceding year applied to the extent permissible for said yearlatest assessed valuation. If, and subsequent to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and Buyer Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall receive all rents and other income accruingbe made, and shall Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Purchaser shall, at Closing, assume all other expenses accrued incurred or incurred, to be incurred in connection with any real estate tax appeals that are pending at the ownership or operation time of Property on or after Closing. Seller will be charged and credited for the Closing Date, amounts of all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate Proration Items relating to the period ending up to the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. The estimated Closing prorations shall be set forth on or before a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the ClosingClosing Date (the "CLOSING STATEMENT"). The Closing Statement, such rents or other income once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller within ten (10if the prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 concerned assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to 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 any prorations that are deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period from and after the Proration Time. After the Closing, Seller will cause to be made paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period from and after the Closing pursuant Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proration share of building operation and maintenance costs and expenses as provided for under the Lease, to this Agreement.the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property

Prorations. The following 15.1 Rent, additional rent, water and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, if any, for such items); and all other items of expense and income shall be prorated between Buyer and Seller adjusted ratably as of 11:59 p.m. local time 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the day immediately preceding items to be prorated is not then ascertainable, the Closing Date, adjustments thereof shall be on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official ascertainable data. If any ongoing real estate tax bills or notice contest has not been finalized as of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, Purchaser and Buyer shall receive all rents and other income accruingSeller agree that the tax bill existing prior to the conte▇▇ ▇hall be the most recent data for the tax year being contested, and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be adjusted finally pursuant to Paragraph 15.4 below. Purchaser shall pay be credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other expenses accrued or incurred, credits due to Tenants as of the Closing Date in connection accordance with the ownership terms of the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or operation other such credits due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the abatement of Property rent for any period on or and after the Closing Date to which Tenants are entitled under Leases in effect on the Closing Date. Subject to the other terms of this Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the Leases with respect to the period from and after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall (a) Ad valorem taxes and assessments (whether for real estate or personal property) against the Property will be prorated between Buyer and Seller at Closing as of 11:59 p.m. local time the Closing Date based on the tax bills for the year of the day immediately preceding Closing. Buyer will receive at Closing a credit against the Purchase Price in an amount equal to the portion of the taxes and assessments on the Property from the beginning of the current year to the Closing Date. If Closing occurs before that year's tax bills are available, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall proration will be based on the most recent official latest tax bills or notice of valuation available rate applied to the latest unappealed tax value. If an estimated proration is made, then after the taxes and assessments for the fiscal year in which the Closing occursoccurs are finally assessed, with due allowance within 30 days after demand, Buyer shall refund to be made for Seller any amount overpaid by Seller or Seller shall pay to Buyer the maximum available discount or other exemptions to amount of any deficiency in the extent permissible for said year, proration. Buyer shall pay all taxes and to the extent the tax bills do not accurately reflect the actual Taxes assessed assessments against the Property before they become delinquent. (or any b) All income and expenses of the Real Property and Improvements (other than ad valorem taxes and assessments) will be prorated at Closing as of the Closing Date on an accrual basis. All rents actually prepaid for a portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property term on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer offset against the cash portion of Purchase Price. All other income and expense items subject to proration pertaining to the Purchase Price period prior to the Closing Date will be allocated to and paid by Sellers and all income and expense items subject to proration pertaining to the period starting on the Closing Date will be allocated to and paid by Buyer. Seller is responsible for Lease commissions due Seller's employees and locator fees for Leases under which the tenant moves into a unit prior to the Closing Date. Buyer is responsible for locator fees for Leases under which the tenant moves into a unit on or after the Closing Date. All application fees which are not prepaid security deposits shall be retained by Seller. Any income payable in connection with any Service Contract will be prorated, but no lump sum or up front payments paid to Seller with respect to any Service Contract will be prorated. Rent will be prorated based on the Rent Roll provided by Seller at the Closing. Escrow Holder No later than 3 business days prior to the Closing Date, Buyer and each Seller shall not be concerned with mutually approve and provide to Closing Agent a schedule of prorations in as complete and accurate a form as possible. No later than 60 days after Closing, Seller and Buyer shall make appropriate post-closing adjustments to the prorations of income and expenses but in no event will any prorations that are to readjustment be made after the 60th day after the Closing pursuant Date, other than a readjustment of ad valorem taxes and assessments. (c) All Deposits paid as refundable security for rent, cleaning, pet deposits, or any other purposes will be paid to Buyer at Closing and the obligation, if any, to refund the cash deposits to tenants is assumed by Buyer. Except as provided in SECTION 6.3(d), no non-refundable deposits or fees paid by tenants shall be paid or payable to Buyer. (d) Any amounts of so-called "hassle free move-out" payments paid to Seller for current leases on the Properties shall be equally split between Seller and Buyer and, at Closing, Seller shall pay to Buyer its share thereof. (e) All deposits and escrows made by Seller with the respective Lenders will be delivered to the Sellers at Closing and will be retained by the Seller or will be credited to the Seller at Closing. (f) The obligations of Sellers and Buyer under this AgreementSECTION 6.3 survive the Closing.

Prorations. The following items shall be prorated between Buyer Seller and Seller Purchaser (with Purchaser deemed to be holding title as of 11:59 p.m. local time of the day immediately preceding the Closing Date): a. All ad valorem and other real estate taxes with respect to the Property (collectively, the “Taxes”) shall be prorated as of 12:01 a.m. on the Closing Date. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of the Taxes shall be made upon the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") tax rate for the immediately preceding tax period then in effect and insurance premiums year applied to the latest assessed valuation of the Property. Within thirty (but only if Buyer is assuming Seller's insurance policy or policies). Proration 30) days after the actual amount of the Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursoccurs are determined, with due allowance to be made for Seller and Purchaser shall adjust the maximum available discount proration of the Taxes and Seller or other exemptions Purchaser, as the case may be, shall pay to the extent permissible for said year, other any amount required as a result of such adjustment. All unpaid taxes and to the extent the tax bills do not accurately reflect the actual Taxes taxes assessed against the Property for prior years due to a change in use or ownership of the Property shall be paid by Seller. Notwithstanding the foregoing, there will be no proration of taxes between the parties pursuant to this provision for which the payor is entitled to or has received a reimbursement from USPS. b. All rent and other amounts payable under the Lease shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall be charged with and Purchaser shall receive a credit against the Purchase Price for (i) any rent and other amounts collected by Seller prior to the Closing Date, but applicable to any period after the Closing Date and (ii) any security deposits held by Seller and prepaid rents received by Seller under the Lease. Rent is deemed to be delinquent when payment thereof is due on or prior to Closing but has not been made by Closing. Delinquent rent shall be prorated between Purchaser and Seller as of the Closing as if Seller had received such rent and consequently, Seller shall not be entitled to any credit or increase to the Purchase Price as a result of such delinquent rent. Seller is permitted to pursue Tenant for delinquent rent that was due prior to Closing, but agrees to do so in a commercially reasonable manner (provided, however, that: (a) Seller shall not seek to have Tenant’s possession of the Land and the Improvements under the Lease terminated; and (b) Seller shall not be entitled to any rent received from Tenant after the Closing unless Tenant is current in its rent obligations to Purchaser for periods occurring from and after Closing). Delinquent rent collected by Purchaser (if any), net of the costs of collection (including attorneys’ fees), shall be applied first against those amounts currently due (or any portion of the Propertyto be due within ten (10) days) and allocable either then to amounts most recently overdue. Any payments due to Seller as a result of collected delinquent rent shall be payable by Purchaser to Seller upon receipt thereof. In the period before event Seller receives the Closing or to the period rental check from Tenant after the Closing, then Buyer and Seller shall adjust it was not a part of the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentsrent proration, Seller shall receive all immediately remit to Purchaser the full amount of the check received. Both parties acknowledge that USPS rents and other income accruedare paid in arrears, at the end of month, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, be adjusted accordingly. c. All other income and operating expenses of the Property, including, without limitation, public utility charges, maintenance, management, and other service charges, and all other normal operating charges shall be prorated as of the Closing. Rents Closing Date based upon the best available information (it being understood that, unless otherwise indicated, Seller shall pay all amounts due with respect to the Property that accrue prior to the Closing Date), or, in Purchaser’s sole discretion, moved into Purchaser’s name as of the Closing Date. d. With respect to leasing commissions, tenant finish costs, costs associated with architectural plans and other incomespecifications, utility splits, and demising costs, if any, collected by Buyer after the Closing Seller shall be applied first to any amounts due to Buyer and then, to responsible for the extent payment of all such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price costs at the Closing. Escrow Holder . e. For purposes of proration only, Purchaser is deemed to own the Property on the Closing Date. f. This Section 3.06 shall not be concerned merge with any prorations that are to be made after the Closing pursuant to this AgreementDeed and shall survive the Closing.

Prorations. The following Except to the extent otherwise specifically provided for herein and except to the extent the Book Value of such Liabilities are not deducted from the Aggregate Purchase Price in accordance with Section 2.03(a), Schedule 2.03(a)(1) and Schedule 2.03(a)(2), (i) all payments under or pursuant to any Assumed Contract (including document custodial arrangements and applicable insurance policies) or Contract for the Seller Licensed Intellectual Property, (ii) all items of income and expense with respect to the Owned Real Property and the Leased Real Property, and (iii) all real and personal property Taxes related to the Purchased Assets, whether or not payable after the Second Closing Date, shall be prorated between Buyer the Sellers and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Purchaser on the basis of a 365 day year, or for contracts payable on a monthly basis on the actual basis of a 30 day month, and the number of days elapsed during and days remaining in the month in which applicable period through the end of the Second Closing occurs: general Date. With respect to the real and special county and city real personal property taxes and special assessments (collectivelyTaxes, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes such proration shall be based on the most recent official tax bills or notice assessments of valuation available the real property and the personal property located thereon for the fiscal year in which Taxing period(s) prior to the Second Closing occurs, with due allowance Date and the then applicable Tax rates. With respect to be made any products sold (or services rendered) pursuant to any Assumed Contract or Contract for the maximum available discount or other exemptions Seller Licensed Intellectual Property, the Sellers and Purchaser shall use commercially reasonable efforts to arrange for vendors to ▇▇▇▇ the extent permissible for said yearSellers directly, through and to including the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Second Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or Purchaser directly after the Second Closing Date. To the extent that vendors ▇▇▇▇ the Sellers after the Second Closing Date for any such products or services provided after the Second Closing Date, all of which rentsthe Sellers shall forward such bills to Purchaser, other income and expenses Purchaser shall be prorated as of pay such bills when due. To the Closing. Rents and other income, if any, collected by Buyer extent that vendors ▇▇▇▇ Purchaser after the Second Closing Date for any such products or services provided before the Second Closing Date, Purchaser shall be applied first forward such bills to any amounts the Sellers, and the Sellers shall pay such bills when due to Buyer and then, to the extent such rents bills are not otherwise included in the calculation of the Aggregate Purchase Price or other income relate otherwise included in the True-up Payment. A final determination of all amounts prorated pursuant to this Section 2.03(g) shall occur at the time Purchaser prepares and delivers to the period ending on Sellers the Post-Closing Statement in accordance with Section 2.04, and any payment required by the Sellers or before the Closing, Purchaser pursuant to such rents or other income determination (“True-up Payment”) shall be paid to Seller within ten (10) days after end of the month reflected in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementAdjustment.

Prorations. The following (a) Buyer and Sellers agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the business and operation of the NMP-2 Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Sellers liable to the extent permissible for said year, of their respective Proportionate Ownership and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or such items relate to any portion of the Property) and allocable either time period prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive liable to the extent of the aggregate of Sellers' Proportionate Ownership and to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the business and operation of the NMP-2 Assets; (ii) Rent, Taxes and all other items (including prepaid services or goods not included in Inventory) payable by or to Sellers under any of Sellers' Agreements or the Non-material Contracts; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other income accruing, utilities; and (v) Rent and shall pay all Taxes and other expenses accrued or incurred, in items payable by Sellers under the Real Property Agreements assigned to Buyer. (b) In connection with the ownership prorations referred to in (a) above, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the actual Taxes or operation other amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of Property the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) including and after the Closing Date, all of which rents, . Sellers and Buyer agree to furnish each other income and expenses shall be prorated as of the Closing. Rents with such documents and other income, if any, collected by Buyer after the Closing shall records as may be applied first reasonably requested in order to any amounts due to Buyer confirm all adjustment and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be proration calculations made after the Closing pursuant to this AgreementSection 3.5.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits (to the extent such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, together with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than three (3) Business Days prior to the Closing Date, on and a per diem adjustment shall be made for the basis of days between the actual number of days elapsed during the month in which meter reading date and the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be Date based on the most recent official tax bills or notice of valuation available meter reading. (iv) Amounts payable under the Construction Contracts. (v) Amounts payable under the Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2). (vi) Ad valorem taxes due and payable for the fiscal year in which calendar year. If the Closing occursDate shall occur before the tax rate is fixed, with due allowance the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and Improvements should be determined to be made higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and credited for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion amounts of all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingProration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, then Buyer and Seller once agreed upon, shall adjust the actual Taxes between Buyer be signed by Purchaser and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income The proration shall be paid at Closing by Purchaser to Seller within ten (10if the prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 concerned assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to 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 any prorations that are deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for all unpaid amounts under the Construction Contracts assumed by Purchaser hereunder to the extent such amounts relate to incomplete tenant improvements contemplated by the relevant Lease. Purchaser will also receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be made paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes 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 its Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing pursuant Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. With respect to this AgreementTenants still in occupancy, Purchaser agrees to use commercially reasonable efforts with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. With respect to Tenants no longer in occupancy, Seller reserves the right to pursue the collection of Delinquent Rental. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current Rental (which may include delinquencies owed to Seller for the calendar month of Closing) and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. The following Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the Business and operation of the Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local the Closing Date, with Seller liable for such items to the extent such items relate to any time period prior to the Closing Date, and Buyer liable for such items to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days). The Base Purchase Price shall be increased to the extent Buyer will benefit financially due to Seller's payment prior to the Closing Date of the portion of any such item allocable to Buyer, and (except with respect to the items addressed in clause (a) below) shall be decreased to the extent Seller will benefit financially due to Buyer's payment on or after the Closing Date of the portion of any such item allocable to Seller. The items subject to proration include the following: (a) Subject to Section 6.10(b), personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the Business and operation of the Assets; (b) rent, Taxes (other than Income Taxes) and all other items (including prepaid services or goods not included in Inventories) payable by or to Seller under any of the Assigned Agreements to the extent not included in the account payables of the Business outstanding as of the day immediately preceding the Closing Date; (c) any permit, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelylicense, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursregistration, with due allowance to be made for the maximum available discount compliance assurance fees or other exemptions fees with respect to any Transferable Permit or other Asset; (d) sewer rents and charges for water, telephone, electricity and other utilities with respect to the Assets; (e) rent and Taxes payable by or to Seller under the Real Property Leases assigned to Buyer to the extent permissible for said year, and not included in the account payables of the Business outstanding as of the day immediately preceding the Closing Date; (f) deposits made by Seller to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property transferred to Buyer; (or any portion of the Propertyg) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and prepaid expenses paid by Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate transferred to Buyer; and (h) ▇▇▇▇▇ cash held locally for the benefit of the Business to the period ending on or before the Closing, such rents or other income shall be paid extent transferred to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following provisions shall govern the adjustments and prorations that shall be prorated made at Closing and the allocation of income and expenses from the Property between Buyer Seller and Seller Buyer. Except as expressly provided in this Article VI, all items of operating revenue and operating expenses of the Property, with respect to the period prior to 11:59 p.m. local time of (the "Cut-off Time") at the Property on the day immediately preceding the Closing Date, shall be for the account of Seller and all items of operating revenue and operating expenses of the Property with respect to the period from and after the Cut-off Time, shall be for the account of Buyer. Without limitation on the foregoing the following shall be prorated as of the Cut-off Time: 5.1.1 All real estate taxes, water charges, sewer rents, and assessments on the Property on the basis of the actual number calendar year for which assessed. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due after the Closing Date). 5.0.1 Subject to this Section 6.1.2, all fixed rent and regularly scheduled items of days elapsed during additional rent under the Leases, and other tenant charges if, as and when received. Seller shall provide a credit in an amount equal to all prepaid rentals received by Seller for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Buyer on the Closing Date. Seller shall deliver to Buyer at Closing any tenant security deposits which are held in the form of letters of credit together with any transfer document required by the issuer. Seller shall provide a credit in an amount equal to all tenant improvement or similar allowances not yet disbursed to any tenant under the Leases. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Buyer shall include such delinquencies in its normal billing for a period of three (3) months after the Closing Date and will endeavor to collect such delinquencies, but without being obligated to institute litigation, declare a Lease default or otherwise incur any cost or liability. To the extent Buyer receives rents on or after the Closing Date, such payments shall be applied first to the rents for then current month, second to any rents that shall then be due and payable to Buyer, third to any unpaid rents for the month in which the Closing occurs: general , and special county and city real property taxes and special assessments (collectivelyfourth to any delinquent rents owed to Seller, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming with Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected share thereof being held by Buyer after the Closing shall be applied first to any amounts due to Buyer in trust for Seller and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid promptly delivered to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for by Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following All items of income and expense shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the “Proration Date”) in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of (A) all rents and (B) all expense contributions, real estate tax contributions, insurance contributions, common area maintenance reimbursements, and other reimbursements from tenants or the REA Parties ("Tenant and Other Contributions”) received by Seller and attributable to any month commencing after the Closing Date, (ii) all unapplied refundable cash security deposits held by Seller and which were made by tenants under all Leases in effect as of the Closing Date, and (iii) all prepaid security deposits for Leases whose terms have not commenced as of the Closing Date. 5.2 All rents and Tenant and Other Contributions for the month of Closing shall be prorated between Buyer Purchaser and Seller as based upon their respective days of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the ownership for such month in which the Closing occurs: general . Neither Purchaser nor Seller shall receive credit at Closing for any payments of such amounts due but not paid as of the Proration Date. At the time of the final calculation and special county collection from tenants or other parties of Tenant and city real property taxes and special assessments (collectively, "Taxes") Other Contributions for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal calendar year in which the Closing occurs, with due allowance whether in the nature of a reconciliation payment or full payment, in arrears, there shall be a reproration between Purchaser and Seller as to the Tenant and Other Contributions. Such reproration shall not be made for on the maximum available discount or other exemptions to basis of a per diem method of allocation, but shall instead be apportioned between Seller and Purchaser on the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion basis of the Property) relative share of actual expenses in question incurred by Seller and allocable either Purchaser during the calendar year in question. Seller covenants to the provide Purchaser with any information necessary to finalize such calculation. Seller shall indemnify, defend and hold Purchaser harmless from any claims by any tenant or REA Party of any overpayment of Tenant and Other Contributions during any period before the Closing or prior to the period after the Closing, then Buyer and Seller except for overpayments that have been credited to Purchaser under this Agreement; this obligation shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following survive the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income. 5.3 Percentage rent, if any, collected for any lease year in which the Closing occurs shall be prorated between Purchaser and Seller by Buyer utilizing the percentage rent payable for such lease year based upon the respective days of ownership of the Property by Seller and Purchaser during such year. There shall be no adjustment for percentage rent payments until after the receipt of any percentage rent payments made by the respective tenants. 5.4 Purchaser covenants to ▇▇▇▇ tenants and the REA Parties for amounts due from such parties attributable to periods prior to Closing (including, without limitation, delinquencies and sums due with respect to the reconciliation of Tenant and Other Contributions for the calendar year in which the Closing occurs and diligently pursue collections from such parties. Any amounts received after Closing from any tenant or REA Party shall be applied toward the amount due from such party in the following order: (i) first to reimburse Purchaser for any reasonable third party expenses (except any expenses of the property manager) incurred in collecting such amounts, (ii) next, on account of any amount then due and payable or past-due and payable to Purchaser from such party, (iii) next, on account of any amount due Seller from such party for the period up to and including the Proration Date and (iv) finally, any balance then remaining to Purchaser. Seller retains the right to pursue its remedies against tenants and the REA Parties after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such amounts have not been collected by Purchaser and paid to Seller within three (3) months after such amounts were due and payable to Seller. Any money due to Buyer and thenSeller under Sections 5.2, to the extent such rents 5.3 or other income relate to the period ending on or before the Closing, such rents or other income this Section 5.4 shall be paid remitted to Seller within ten (10) business days after the end of each month in which Purchaser receives such money. In addition, Purchaser will receive a credit at Closing for the balance, if any, in the marketing fund relating to the Property. 5.5 Operating expenses, including, without limitation, any prepaid expenses such as permits, licenses and membership dues, shall be prorated between Purchaser and Seller based upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates. 5.6 Real estate taxes for the year in which the Closing occurs shall be prorated between Seller and Purchaser on an accrual basis based upon the actual days of ownership of the parties for the year in which Closing occurs utilizing the most recent ascertainable tax ▇▇▇▇(s); provided, however, that taxes on the Department Store Properties or reimbursable by tenants shall not be prorated. All real estate tax prorations shall be subject to re-proration following the Closing. Seller reserves the rights to continue to contest any assessment of the Property or any portion thereof and to attempt to obtain a refund for any taxes previously paid. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date. 5.7 Except for utilities billed directly to tenants or the REA Parties, utilities shall be prorated as of the Proration Date based upon estimates using the prior month’s actual invoices. 5.8 Purchaser shall be responsible for and pay for all “Leasing Costs," (a) the cost of all tenant improvements and allowances, (b) all leasing commissions, and (c) all legal costs relating to the leases listed on Schedules 4 (Proposed Leases) and Schedule 5 (Recently Executed Leases) attached hereto. If the proposed leases listed on Schedule 4 are executed after the Closing, Purchaser agrees to be responsible, and shall indemnify Seller for the tenant improvement, allowance and leasing commission relating to such lease and shall immediately pay Seller for the legal fees relating to such lease. With regard to the recently executed leases listed on Schedule 5, Purchaser shall assume the obligations of the landlord under such leases, including being responsible for the payment of all leasing commissions and tenant improvements relating to such leases, and shall give Seller a credit at Closing for the legal fees incurred by Seller relating to such leases as listed on Schedule 5. 5.9 All insurance policies and property management agreements shall be terminated as of the Closing Date and there shall be no proration with respect to these items. 5.10 Purchaser and Seller acknowledge and agree that Beneficiary of Trust 100100 has been negotiating that certain Access Agreement and Restrictive Covenants with ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, “Angelos”), a copy of which is attached hereto as Exhibit K (the “Access Agreement”). In the event that (a) Closing occurs, (b) Purchaser approves of the Access Agreement in Purchaser’s reasonable discretion, and (c) Purchaser and Angelos subsequently execute the Access Agreement, whether in the form attached hereto or otherwise, then Purchaser shall pay or cause Angelos to pay to Seller the amounts due and owing under the Access Agreement upon the execution of same (including, without limitation, the $30,000 Access Fee described therein). All other items which are customarily prorated in transactions similar to the transaction contemplated hereby and which were not heretofore dealt with, will be prorated as of the Proration Date. In the event any prorations or computations made under this Section are based on estimates (including Section 5.7 hereof) or prove to be incorrect, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the party from whom it is entitled to such adjustment within one hundred and twenty (120) days after the end of the month calendar year in which the Closing occurs, except for Tenant and Other Contributions and percentage rents not yet collected, for which such survival period shall be extended until such time as all such amounts were collected. Buyer shall incur no obligation to Seller are collected from the third parties owing same, and except for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases real estate taxes, which shall be delivered reprorated within thirty (30) days after real estate taxes for the year in which Closing occurs are ascertainable. Purchaser shall indemnify and hold Seller harmless from and against any and all liabilities, losses, damages, claims and costs (including reasonable attorney fees, court costs and litigation expenses) (i) in connection with Purchaser’s assumption of responsibility for the Leasing Costs as provided in Section 5.8 herein, including but not limited to any and all obligations under third party contracts assumed by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing Purchaser as provided by Sections 4.3 (a) (iv) hereof; and (ii) for which Purchaser received credits pursuant to this AgreementSection 5. The indemnity set forth in the immediately preceding sentence and the covenants contained in this Section 5 shall survive Closing.

Prorations. The following Except as otherwise expressly set forth in this Section 7(D), all items of income and expense of the Project with respect to the period prior to 12:01 A.M. on the Closing Date (the “Apportionment Time”) shall be prorated between Buyer for the account of Seller, and Seller as all items of 11:59 p.m. local time income and expense of the day immediately preceding Project with respect to the Closing Dateperiod after the Apportionment Time shall be for the account of Purchaser. Except as otherwise expressly set forth in this section, all prorations shall be on the an accrual basis of in accordance with generally accepted accounting principles (except as set forth herein), and based on the actual number of days elapsed during in the applicable period. The Purchase Price for the Project shall be subject to prorations and credits as follows to be determined as of the Apportionment Time, the Closing Date being a day of income and expense to Purchaser; provided, however, if Seller’s bank does not receive the Purchase Price by 1:00 p.m. its time on the Closing Date, the prorations shall be determined as of 12:01 a.m. on the first business day following the Closing Date: 1. Hotel Receivables and Payables. Since Marriott owns all working capital for the Project and remits to Seller each month Seller’s share of net operating income (excluding any adjustment for real estate taxes, rents under the Tenant Leases and parking charges for the Project which are paid or collected directly by Seller) from the operation of the Project (the “Net Operating Income”), there will be no proration of receivables and payables from the Project at Closing; but instead Seller shall be entitled to all Net Operating Income for the period prior to the Closing Date and Purchaser shall be entitled to all Net Operating Income for the period from and after the Closing Date. Net Operating Income for the accounting period in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes occurs shall be prorated at Closing based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) accounting period during which Seller and allocable either Purchaser owned the Project and based on Marriott’s forecast of Net Operating Income for such accounting period. Promptly after the actual Net Operating Income for such accounting period has been finally determined by Marriott, Seller and Purchaser shall reprorate the Net Operating Income for such accounting period based on the actual amount of Net Operating Income for such accounting period. In addition, Seller and Purchaser shall prorate at Closing the interest charged by Manager on the working capital supplied by Manager for the Project in the same manner. 2. Rents payable under Tenant Leases. Any portion of any rents under Tenant Leases collected subsequent to the period before Closing Date and properly allocable to periods prior to the Closing or shall be paid, promptly after receipt, to the period after the Closing, then Buyer Seller; and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition any portion thereof properly allocable to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before periods subsequent to the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collectedPurchaser. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals Any advance rental payments or other income. All security and any other refundable deposits paid by tenants under Tenant Leases prior to Seller pursuant the Closing Date and applicable to tenant leases the period of time subsequent to the Closing Date and any security deposits or other amounts paid by tenants under Tenant Lease shall be delivered by certified funds credited to Buyer at Purchaser on the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the ClosingDate. Escrow Holder No credit shall not be concerned with given Seller for accrued and unpaid rent or any prorations that other non-current sums due from tenants under Tenant Leases until said sums are to be made after the Closing pursuant to this Agreementpaid.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Subsection 10.4(b) below. (ii) Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (vi) The value of fuel stored at the Real Property, at Seller's most recent cost, including taxes, on the basis of the actual number of a reading made within five (5) days elapsed during the month in which prior to the Closing occurs: general by Seller's supplier. No adjustments shall be made on account of the Ground Lease. Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingProration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, then Buyer and Seller once agreed upon, shall adjust the actual Taxes between Buyer be signed by Purchaser and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income The proration shall be paid at Closing by Purchaser to Seller within ten (10if the prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall 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 concerned assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to 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 any prorations that are deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for eighteen (18) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be made paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proration 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 such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing pursuant Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to this Agreementuse good faith collection procedures with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below and excluding payments on account of 1999 reconciliations of operating expenses, utilities and real estate tax payments or payments in lieu thereof) will be applied first to current amounts owed by such Tenant to Purchaser and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. The Except as otherwise specified in clause (a) below, the following items shall be prorated at the Closing as of midnight preceding the Closing Date, without duplication: (a) Certain costs and expenses relating to the Property shall be adjusted as of the Closing Date between Seller and Buyer (the "Closing Date Adjustment"). The Closing Date Adjustment shall constitute a composite accounting of the different items described below in this Section. The intent is to credit or charge, as the case may be, Seller with all revenues and expenses respecting the Property which are attributable to operations before the Closing Date and to credit or charge as the case may be, Buyer with all such revenues and expenses attributable to operations on and after the Closing Date. Unless otherwise provided for herein, all revenues and expenses shall be separately accounted for as between Seller and Buyer as of 12:01 a.m. on the Closing Date. No later than 90 days after the Closing Date, Seller and Buyer shall review all the amounts and calculations made in respect of the Closing Date Adjustment and any final corrections shall be made to the Closing Date Adjustment, and Seller and Buyer at that time shall settle any funds owed to each other. The following items shall be accounted for in calculating the Closing Date Adjustment: (i) Prepaid charges and fees for licenses and permits transferred by Seller to Buyer shall be prorated as between Seller and Buyer. (ii) Prepaid rents and all room and other deposits and advance payments under booking arrangements and trade-out agreements for use of the Property facilities after the Closing Date shall be credited to Buyer. (iii) With regard to food (other than food in process including mini-bars and gift shops) and non- alcoholic and alcoholic beverages (other than opened containers and unopened containers outside of storage areas), Buyer shall be charged with the costs of all food and non-alcoholic and alcoholic beverages at the Property at Seller's cost based upon an inventory of such items performed jointly by Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding 12:01 a.m. on the Closing Date, . (iv) All charges and prepayments relating to the Assumed Contracts which are assumed by Buyer shall be separately accounted for as between Seller and Buyer as of 12:01 on the basis Closing Date. (v) All cash in the operating accounts for the Hotel (it being understood that such accounts refer to "house banks" and not bank accounts) shall be paid over to Buyer at Closing and Seller shall receive a credit therefor in the Closing Date Adjustment. (vi) With regard to the booking of guest rooms and the provision of other services at the Property, the parties agree that Seller shall be entitled to all of the actual number of days elapsed during revenue generated by such operations through and including the month in which night before the Closing occurs: general and special county and city real property taxes and special assessments Date; provided that Buyer shall be entitled to one-half of such revenue (collectively, "Taxes"including applicable sales Tax) for the tax period night before the Closing Date. Seller shall receive a credit, without duplication, for all accounts receivable (other than for the guests' stay that includes the night prior to Closing) with respect to hotel guests then in effect occupancy, net of any travel agent commissions, credit card commissions, or other similar costs to collect such revenue. Except as expressly provided for in this subsection (vi), Seller shall own and insurance premiums (be entitled to all collections with respect to accounts receivable for the period prior to the Closing Date. Buyer agrees, on a prompt, but only no less frequent than a monthly basis, to deliver to Seller any payments and back-up received or generated with respect to such accounts receivable. The parties acknowledge that if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes receives a payment which does not specify the invoice being paid, then all payments shall be based applied first to the current sums due Buyer, if applicable. Buyer has no obligation, nor responsibility to collect said accounts receivable, however, Buyer will cooperate with Seller in such collection and shall give Seller rights to inspect Buyer's books and records at reasonable times with respect to such accounts receivable. (vii) The parties shall arrange for Hotel guests to sign new deposit box or other appropriate receipts on the most recent official tax bills or notice of valuation available for the fiscal year in which day before the Closing occurswith respect to baggage, with due allowance to be made for personal property, laundry, valet packages and other property of Hotel guests checked or left in the maximum available discount care of Seller by transient hotel guests or other exemptions tenants and, to the extent permissible for said yearsuch receipts are not obtained, such property shall be sealed, listed in an inventory prepared and to signed jointly by the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion parties as of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive be responsible from and after the Closing Date for all rents and other income accruingsuch property listed in said inventory. Notwithstanding the foregoing, to the extent a hotel guest has not signed a new safe deposit box receipt, Seller shall continue to be responsible for the contents thereof and shall pay indemnify and hold Buyer harmless for any and all other expenses losses, misappropriations, thefts, or otherwise improper removals from said safe deposit boxes. The provisions of this Paragraph shall expressly survive the Closing. (viii) All accrued or incurred, and unpaid obligations of Seller under its salary and employee benefits arrangements in connection with place as of midnight before the ownership or operation Closing for Hotel employees at the Property as of Property on or after the Closing Date, all including without limitation, unemployment compensation benefits, pension benefits, salaries, bonuses, sick leave, vacation and other similar forms of which rents, other income and expenses shall be prorated as compensation up to the date of the Closing. Rents , including all employer Taxes associated with vacation and other incomesick pay, if any, collected shall be assumed by Buyer after the Closing shall be applied first and credited to any amounts due to Buyer and thenBuyer, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited Seller may pay in full such benefits direct to its manager and employees. Buyer acknowledges and agrees that: (A) all employees employed at the Hotel are the employees of Manager, and (B) no employee who elects to continue employment at the Hotel will be terminated in violation of, and accordingly no notices will be given pursuant to, the Worker Adjustment Retraining Notification Act, 29 U.S.C.A. Section 2101, et seq. ("WARN Act"). Further, Buyer agrees to indemnify, defend and hold Seller harmless from and against the cash portion any claim or expense (including but not limited to court costs and attorney fees) which may be asserted against or incurred by Seller due to or as a result of any alleged failure to comply with any provisions of the Purchase Price at WARN Act which may be applicable to Seller. Buyer's agreements in the preceding two sentences shall survive the Closing. Escrow Holder shall not be concerned with any prorations . (ix) All capital expenditures incurred by Seller prior to Closing that are to be paid by Buyer pursuant to Section 6.08(a) shall be credited to Seller. (x) Any excess of $3,000,000 over the aggregate capital expenditures made by Seller in 1997 in respect of the Hotels shall be credited to Buyer. (b) Seller shall pay or credit against the Purchase Price any of the following that are a lien on the Land or Improvements: all (A) special assessments relating to the Land and Improvements (to the extent allocable to periods on or after the Closing) for work completed or substantially completed as of the Effective Date, and (B) subject to Section 2.02(a)(iv), all unpaid sales, occupancy, personal property or real estate Taxes for years prior to Closing, together with any interest and penalties relating to any of the foregoing. (c) Seller shall notify the utility companies servicing the Property prior to Closing that billing to Seller for such utilities shall be discontinued at the end of the day preceding the Closing Date, and Buyer shall arrange with such utilities to have such ▇▇▇▇▇▇▇▇ for utility services charged to Buyer from and after the Closing pursuant Date and Seller shall be entitled to the refunds of all deposits therefor. Seller shall pay all charges with respect to such utilities for the period prior to the Closing Date and utility charges since the date of the last billing will be adjusted at Closing as of the Closing Date on the basis of the last ▇▇▇▇ so rendered, with subsequent adjustment, if any, when final bills are rendered. (d) If there is a water meter on the Property, the Seller shall furnish, at the Closing or as soon thereafter as practicable, a reading to a date not more than 30 days prior to the Closing Date, and the unfixed meter charge, the unfixed sewer rent and/or unfixed water charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading, subject to adjustment upon receipt of the actual meter charge and sewer rent. (e) Other costs, expenses and charges which are a lien or may become a lien against the Property and are of such a type as are usually involved in and adjusted with regard to property similar to and located in the locale of the Property, including Taxes in accordance with Section 2.02(a)(iv). Prorations hereunder shall, where applicable, be made on the basis of a 365-day year and, for any month, on the basis of the number of days elapsed. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be prorated, unless otherwise provided for herein, a reasonable estimation of the amount of such items shall be placed in escrow with the Title Company, and such items shall be prorated as soon as practicable after the Closing Date. The provisions of this AgreementSection 11.01 shall survive the Closing. (f) To the fullest extent permitted by applicable law, any controversy, claim or dispute arising out of or relating to the prorations set forth in this Section 11.01, including any dispute concerning the scope of this clause (f), shall be resolved exclusively by the final and binding decision of the Accountants as set forth herein. In the case of a dispute with respect to such matters, either party may submit such matter to arbitration which shall be conducted by the Accountants. The "Accountants" shall be one of three (3) firms of certified public accountants of recognized international standing in the hotel industry. Until otherwise agreed to by the parties, the three (3) firms shall be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, Coopers and ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, notwithstanding any existing relationships which may exist between Seller and such accounting firms or Buyer and such accounting firms. The party desiring to submit any matter to arbitration hereunder shall do so by written notice to the other party, which notice shall set forth the items to be arbitrated and such party's choice of one of the three (3) accounting firms. The party receiving such notice shall within fifteen (15) days after receipt of such notice either approve such choice, or designate one of the remaining two (2) firms by written notice back to the first party, and the first party shall within fifteen (15) days after receipt of such notice either approve such choice or disapprove the same. If both parties shall have approved one of the three (3) firms under the preceding sentence, then such firm shall be the "Accountants" for the purposes of arbitrating the dispute; if the parties are unable to agree on an accounting firm, then the third firm, which was not designated by either party, shall be the "Accountants" for such purpose. The Accountants shall be required to render a decision in accordance with the procedures described below within fifteen (15) days after being notified of their selection. The fees and expenses of the Accountants will be paid by the non-prevailing party. In all arbitration proceedings submitted to the Accountants, the Accountants shall be required to agree upon and approve the substantive position advocated by Buyer or Seller with respect to each disputed item. Any decision rendered by the Accountants that does not reflect the position advocated by Buyer or Seller shall be beyond the scope of authority granted to the Accountants and, consequently, may be overturned by either party. All proceedings by the Accountants shall be conducted in accordance with the Uniform Arbitration Act, except to the extent the provisions of such act are modified by this Agreement or the mutual agreement of the parties. Unless otherwise agreed, all arbitration proceedings shall be conducted at the Hotel with respect to which the dispute arose.

Prorations. The following All payments under or pursuant to the Assumed Leases, the Assumed Furniture and Equipment Leases and the Assumed Contracts relating to periods prior to the Closing Date, real and personal property taxes related to the Assets relating to periods prior to the Closing Date, whether or not payable after the Closing Date, shall be prorated between Buyer Purchaser and Seller Sellers, as of 11:59 p.m. local time of the day immediately preceding the Closing Datecase may be, on the basis of a 365-day year (except with regard to taxes, which shall be prorated on the actual basis of the applicable tax year) and the number of days elapsed during the month in which as of the Closing occurs: general Date. With respect to any products sold (or services rendered) pursuant to the Assumed Contracts and special county Assumed Furniture and city real property taxes Equipment Leases, Sellers and special assessments (collectivelyPurchaser shall use reasonable, "Taxes") commercial efforts to arrange for vendors to bill Sellers directly through the Closing ▇▇▇▇ ▇▇▇ ▇▇▇chaser directly after the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or any other Operative Document, amounts due for Supplies received by or services rendered by third party vendors to any Seller prior to the Closing Date shall be for the tax period then in effect account of and insurance premiums (but only if Buyer is assuming Seller's insurance policy paid by Sellers. Sellers shall, on or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance prior to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, cure any and Buyer shall receive all rents defaults under the Assumed Contracts, the Assumed Leases and other income accruingthe Assumed Furniture and Equipment Leases, which are required to be cured under the Bankruptcy Code, so that all of the Assumed Contracts, the Assumed Leases and the Assumed Furniture and Equipment Leases may be assumed by Sellers and assigned to Purchaser in accordance with Section 365 of the Bankruptcy Code, and shall pay all other expenses accrued or incurred, in connection with so that Purchaser will have no obligations for defaults existing prior to the ownership or operation of Property on or after assignment. In the event the Closing Dateoccurs after June 1, all of which rents1999, other income and Purchaser shall reimburse Sellers for out-of-pocket expenses shall be prorated as of the Closing. Rents and other incomeincurred by Sellers after May 31, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then1999, to the extent that such rents or other income relate to expenses are incurred in a manner that is consistent with the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementApproved Budget.

Prorations. The following 12.1. Rents (exclusive of delinquent rents [i.e. unpaid on the Closing Date], but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes; and other similar items shall be prorated between Buyer and Seller adjusted ratably as of 11:59 p.m. local time of on the day immediately preceding date prior to the Closing Date, and credited against the balance of the cash due at Closing. Seller shall receive a credit for the compensation payable to its manager on the Closing Date. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. 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 most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below, and except as provided in the last sentence of this section. The parties agree to make such post-closing and readjustments as may be required due to errors and omissions in the prorations or due to obtaining actual number of amounts for items which were prorated based on estimates within thirty (30) days elapsed during the month in which after the Closing occurs: general Date. 12.2. All rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and special county including the Closing Date after the payment to Purchaser of all current rent and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes any past due rent owed to Purchaser shall be based on the most recent official tax bills or notice deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of valuation available for the fiscal year in which the a Post-Closing occursReceipt, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all other expenses accrued or incurredamounts which, in connection with the ownership or operation of Property before upon collection, would constitute Post-Closing Receipts hereunder but shall have no obligation to bring legal action. If Purchaser expends funds to collect rent due prior to the Closing Date, and Buyer Purchaser shall receive all rents and other income accruing, and shall pay all other be reimbursed its collection expenses accrued or incurred, in connection with the ownership or operation of Property on or from any delinquent rent collected. Within 120 days after the Closing Date, all Purchaser shall deliver to Seller a reconciliation statement of which rents, other income and expenses shall be prorated as of Post-Closing Receipts through the Closing. Rents and other income, if any, collected by Buyer first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid deliver to Seller within ten (10) days after end any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the month in which such amounts were collected. Buyer Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall incur no obligation pay to Seller for Buyersaid additional Post-Closing Receipts and the cost of performing Seller's failure to collect such rentals or other incomeaudit. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Paragraph 12 of this Agreement shall be delivered by certified funds to Buyer at survive the Closing or, at Seller's option, credited to Buyer against and the cash portion delivery and recording of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementdeed.

Prorations. The following adjustments to the Purchase Price paid hereunder shall be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis as if Purchaser owned the Property for the entire day on the Closing Date: (a) Current rents, advance rentals (but only to the extent actually received by Seller) and other income from the Property shall be prorated between Buyer Seller and Purchaser at Closing based upon such amounts actually collected by Seller as of 11:59 p.m. local time the Closing Date. Rent which is unpaid or delinquent as of the day immediately preceding Closing Date shall not be prorated, but such unpaid or delinquent rent collected after the Closing Date shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent after the Closing Date, Seller shall deliver to Purchaser any such rent relating to the Closing Date and any period thereafter within fifteen (15) days after the receipt thereof, and (ii) if Purchaser collects any unpaid or delinquent rent after the Closing Date, Purchaser shall deliver to Seller any such rent relating to the period prior to the Closing Date within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that (A) all rent received by Seller after the Closing Date shall be applied first to delinquent rentals, if any, in the order of their maturity, and then to current rentals, and (B) all rent received by Purchaser after the Closing Date shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents (including without limitation the Pass Through Expenses and percentage rents described in Section 4.4(b) below) in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or incur any expense to collect delinquent rents. Notwithstanding the foregoing provisions, Seller shall not be required to prorate any amounts collected by Seller after Closing from former tenants of the Property, it being understood and agreed that Seller may retain all amounts that Seller recovers from such former tenants. (b) With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Leases (the “Pass Through Expenses”) and as of the Closing Date are unbilled or billed but not yet collected, Purchaser shall, upon collection of such Pass Through Expenses, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to the Closing Date. With respect to Pass Through Expenses which have not been billed to tenants as of the Closing Date, Purchaser shall ▇▇▇▇ each tenant for same in accordance with each such tenant’s Lease. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the basis Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product of the actual percentage rent so collected multiplied by a fraction, the numerator of which is the number of days which have elapsed during in the month in which Applicable Period prior to the Closing occurs: general Date and special county and city real property taxes and special assessments the denominator of which is the total number of days in the Applicable Period. The obligations set forth in this Section 4.4(b) shall survive the Closing. (collectively, "Taxes"c) Charges under service agreements or utility charges (if any) for which Seller is liable, and other operating expenses of the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Property shall be based on the most recent official tax bills prorated between Seller and Purchaser at Closing. (d) Security deposits shall, at Seller’s option, either be transferred or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance credited to be made for the maximum available discount Purchaser at Closing. Refundable cash or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (refundable deposits posted with utility companies or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, entities in connection with the ownership Property shall, at Sellers’ option, either be assigned to Purchaser and credited to Seller at Closing, or operation Seller shall be entitled to receive and retain such refundable cash and deposits. (e) Purchaser shall be responsible for the payment of Property (i) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (A) as a result of any renewals or expansions of existing Leases which occur between the Effective Date of this Agreement and the Closing Date, and Buyer (B) under any new Leases (including any amendments of existing Leases) entered into between the Effective Date of this Agreement and the Closing Date which have been approved (or deemed approved) by Purchaser; and (ii) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the Closing Date. If as of the Closing Date Seller shall receive have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at Closing. Seller shall supply invoices and statements for all rents such Tenant Inducement Costs and other income accruingleasing commissions to Purchaser on or prior to the Closing Date. For purposes hereof, the term “Tenant Inducement Costs” means reasonable attorneys’ fees and shall pay all other expenses accrued or incurred, costs incurred in connection with the ownership preparation and negotiation of a new Lease or operation a renewal or expansion of Property on an existing Lease and any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term “Tenant Inducement Costs” shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall bear such loss from and after the Closing Date. Seller shall, all of which rentsat its sole option, other income and expenses shall be prorated either transfer to SunGard or pay to Purchaser or Purchaser’s escrow account Tenant Inducement Costs owed as of the Closing. Rents and other incomeClosing Date to SunGard, if any, collected by Buyer after pursuant to that certain Second Amendment to Lease dated February 20, 2009. In the Closing event that Seller elects to pay Purchaser or Purchaser’s escrow account, then Purchaser shall be applied first responsible for paying such Tenant Inducement Costs to SunGard and shall indemnify and hold harmless Seller from any amounts due liability, damages, causes of action, expenses and attorneys’ fees incurred by reason of failure of Purchaser to Buyer and thenpay the Tenant Inducement Costs owed to SunGard, to the extent such rents or other income relate to the period ending on or before which obligation shall survive the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. At least five (5) business days prior to Closing, Sellers shall provide to Buyer a draft proration schedule and information and verification reasonably necessary to support such prorations schedule. Buyer and Sellers shall use best efforts to finalize as many items on such proration schedule as possible before Closing. The following items in subparagraphs (a) through (f) of this section 8.4 shall be prorated between Sellers and Buyer and Seller based on the actual number of days in the applicable period, as of 11:59 p.m. local time the end of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general with Sellers being entitled to income and special county and city real property taxes and special assessments (collectively, "Taxes") obligated for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either expenses attributable to the period before the Closing or prior to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents being entitled to the income and obligated for expenses attributable to the Closing Date and thereafter. (a) The current installment of real property taxes, assessments and other income accruinggovernmental impositions levied against the Property shall be prorated between Sellers and Buyer as of the Closing Date and Buyer shall be responsible for real estate taxes and assessments applicable to Buyer’s period of ownership, and Sellers shall pay all other expenses accrued be responsible for real estate taxes and assessment applicable to each Seller’s period of ownership, respectively, even if such taxes and assessment installment payments are not yet due and payable or incurred, in connection with have not yet been actually assessed. Buyer shall not be responsible for any supplemental taxes relating to the ownership or operation of Property on or after period prior to the Closing Date, all regardless of which rentswhen such supplemental taxes are actually assessed. If Closing occurs before the tax rate for the current tax year is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation and, after Closing, when the actual real property taxes are finally fixed, Sellers and Buyer shall promptly make a recalculation of such proration, and the appropriate party shall make the applicable payment reflecting the recalculation to the other party. (b) Buyer shall receive a credit for any rent and other income (and expenses any applicable state or local tax on rent) under the Leases collected by any Seller before Closing that applies to any period after Closing. Uncollected rent and other uncollected income (including, without limitation, amounts payable for pass-through expenses) shall not be prorated at Closing. After Closing, all rent and other income collected by either Buyer or Sellers from any Tenant shall be prorated as of the Closing. Rents applied, first to such Tenant’s then current monthly rental and other incomethen to arrearages, if any, collected owed by such Tenant in the reverse order in which they were due, after deducting any actual, reasonable out-of-pocket collection costs. Buyer shall ▇▇▇▇ and attempt to collect such rent arrearages and other uncollected income in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any rent arrearages or other uncollected income. Any rent or other income received by Buyer from a Tenant under its Lease after Closing that is owed to any Seller pursuant to the terms hereof shall be remitted to such Seller promptly after receipt. Any rent or other income received by any Seller from a Tenant under its Lease applicable to such Seller’s Real Property after Closing that is owed to Buyer pursuant to the terms hereof shall be remitted to Buyer promptly after receipt. Buyer and Sellers shall promptly notify each other of the receipt of any such rent or other income. (c) Where the Leases contain Tenant obligations for taxes, common area expenses, operating expenses or additional charges of any other nature, and where any Seller shall have collected any portion thereof in excess of amounts owed by such Seller for such items for the period prior to the Closing Date, then there shall be an adjustment and credit given to Buyer on the Closing Date for such excess amounts collected. Buyer shall apply all such excess amounts to the charges owed by Buyer for such items for the period after the Closing Date and, if required by the Leases, shall rebate or credit Tenants with any remainder. If it is determined under section 8.5 below that the amount collected during such Seller’s ownership period exceeded expenses incurred during the same period by more than the amount previously credited to Buyer at Closing, then such Seller shall promptly pay to Buyer the deficiency. (d) Sellers or Buyer, as the case may be, shall receive a credit for regular charges under the Contracts (to the extent, in the Sellers’ case, the same are not required to be applied first terminated in accordance with section 6.1(f)) paid and applicable to Buyer’s period of ownership or payable and applicable to any amounts due Seller’s period of ownership, respectively. (e) Buyer shall receive a credit for all Leasing costs (i) set forth on Schedule 5.1(g)(1) and (ii) set forth in any Lease documents not disclosed to Buyer as of the date of this Agreement, in each case whether due and thenpayable as of or after the Closing. Buyer shall assume at Closing and thereafter be responsible for, and shall pay, disburse or, as applicable, credit when due, (a) all tenant improvement allowances described on Schedule 5.1(g)(1) owing to the applicable tenants under their respective Leases, (b) all abated rent or other rent credits described on Schedule 5.1(g)(1) to which the applicable tenants are entitled under the terms of their Leases, and (c) all leasing commissions to the applicable brokers as described on Schedule 5.1(g)(1). (f) Buyer shall receive a credit for any Security Deposits under the Leases, if and to the extent such rents deposits have not been otherwise applied by any Seller to any obligations of Tenants under any Leases for such Seller’s Real Property, and Buyer shall assume full responsibility for all Security Deposits so delivered to Buyer. In the event that any Security Deposits are in the form of letters of credit or other income relate financial instruments, Sellers will cooperate with Buyer to have Buyer named as beneficiary under the period ending same. Buyer will not receive a credit for any such financial instruments. (g) The adjustment for utility charges shall be made on or the basis of the most recently issued bills therefor, which are based on meter readings no earlier than forty-five (45) days before the Closing, such rents or other income Closing Date. Such adjustment shall be paid to Seller within ten (10) days after end reprorated when the next utility bills are received. Sellers shall receive a credit for the amount of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security deposits, if any, with utility companies that are transferable and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds that are assigned to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Closing. All of the Purchase Price at the obligations of Sellers and Buyer as set forth in this section 8.4 shall survive Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. 5.4.1 The following shall be prorated between Buyer Seller and Seller Purchaser as of 11:59 p.m. local time of the day immediately preceding 12:01 a.m. on the Closing Date, Date (on the basis of the actual number of days elapsed during over the applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Rent for the month of Closing actually collected by Seller shall be prorated between Purchaser and Seller with Purchaser receiving rent for the day of Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all cash security or other deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the form of letters of credit. Rents which are “delinquent” (i.e., due but not paid) as of the Closing Date (the “Delinquent Rent”) shall not be prorated on the Closing Date. Purchaser shall deliver or provide a credit in an amount equal to seventy-five percent (75%) of the Delinquent Rent to Seller on the Closing Date, and all rights to receive such Delinquent Rent shall be assigned to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant, and the Closing Date, and the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs: general , in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. If any tenant of the Property is obligated to reimburse Seller for additional rental type items which are billed to the tenants on an estimated basis, then Seller shall prepare a reconciliation of such amounts prior to the Closing Date and special county shall provide Purchaser with a credit for any amounts allocable to periods following the Closing Date. (d) All operating expenses customarily apportioned between sellers and city purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under the Assigned Contracts assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings, it being the intent of the parties that Seller shall use commercially reasonable efforts to cause meter readings to be completed such that all utility bills will be paid by Seller relating to periods up to the Closing Date by Seller as of the Closing Date. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and special assessments sales taxes, if any. (collectivelyl) All fixed rents, "Taxes"additional rents and all other sums and credits due or payable under the Ground Lease. (m) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (n) If Purchaser shall be assuming the Existing Financing, interest payable on the Existing Financing. (a) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th ) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to the apportionment of taxes at the Closing shall be made upon the basis of the tax rate or assessment for the maximum available discount or other exemptions preceding fiscal year applied to the extent permissible latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. (b) If Purchaser shall be assuming the Existing Financing, Purchaser shall be given a credit at the Closing for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion then current principal balance of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer Existing Financing and Seller shall adjust be given a credit for the actual Taxes between Buyer amount of all security, escrows and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, deposits held in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, Existing Financing (to the extent not replaced by Purchaser or released by Existing Lender). Seller agrees to provide Purchaser with a list of all such rents or other income relate to security, escrows and deposits currently held by Existing Lender, together with the period ending on or before the Closingapproximate current balances thereof, such rents or other income shall be paid to Seller within ten five (105) days after end following the date of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement. 5.4.3 The provisions of this Section 5.4 shall survive the Closing.

Prorations. The following All rents and other income from the applicable Conveyance Properties, including without limitation any initial lump sum or disproportionate payments which shall be allocable over the term of any agreement to which such payments relate, and real estate and personal property ad valorem taxes, and other operating expenses from the applicable Conveyance Properties shall be prorated between Buyer and Seller on the basis of a 365 day year through the day preceding the applicable Settlement. If the applicable Settlement is extended by mutual agreement, all adjustments shall be made as of 11:59 p.m. local the day prior to the extended date. All adjustments with respect to the Lighthouse Conveyance Properties shall be made to the cash portion of the Lighthouse Acquisition Consideration that is payable pursuant to Section 1.02(a)(iii). All adjustments with respect to the UDR Contribution Properties that are being conveyed in connection with the UDR Contribution shall be made by crediting or debiting the value for which such properties are being credited in connection with such contribution to DownREIT Partnership. All adjustments with respect to Sale Properties and Exchange Properties shall be made in cash. Without limitation upon the following, the following items shall be adjusted or prorated between the applicable Transferor and Transferee as set forth below: (a) Real estate and personal property taxes and assessments for the year in which the applicable Settlement is held will be prorated on the basis of a 365 day year through the day preceding the applicable Settlement. Any taxes paid at or prior to the applicable Settlement shall be prorated based upon the amounts actually paid. If taxes and assessments due and payable during the year of the applicable Settlement have not been paid before the applicable Settlement, the applicable Transferor shall be charged at the applicable Settlement an amount equal to that portion of such taxes and assessments which relates to the period before the applicable Settlement and the Transferee shall pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed shall be based upon the tax rate and/or assessed valuation last fixed on the last ascertainable tax ▇▇▇▇. To the extent that the actual taxes and assessments for the current year for any Conveyance Properties differ from the amount apportioned at the applicable Settlement, the parties shall make all necessary adjustments by appropriate payments between themselves within thirty (30) days after the Transferee presents to the applicable Transferor a copy of the final tax ▇▇▇▇, the Transferee’s calculation of the proration of the taxes and assessments and appropriate back-up materials related to the calculation. In addition, the applicable Transferor may inspect the Transferee’s books and records related to the Conveyance Properties to confirm the Transferee’s calculation. The applicable Transferor shall receive the entire advantage of any discounts for the prepayment by it of any taxes. Assessments for improvements, if any, completed prior to the date of the applicable Settlement hereunder, whether assessment therefor has been levied or not, will be paid by the applicable Transferor or allowance made therefore at the time of the applicable Settlement. If, at the time of the applicable Settlement, any of the Conveyance Properties or any part thereof is or has been affected by assessments for prior years that are or may become payable in annual installments after the applicable Settlement or are then a charge or lien, then for purposes of this Agreement all the unpaid installments of those assessments, including those which are to become due and payable after the applicable Settlement, will be considered to be due and payable and to be liens upon the Conveyance Properties, and shall be paid and discharged by the applicable Transferor at the applicable Settlement. (b) Service Contracts and utility charges (not otherwise directly paid by tenants) and any other operating expenses of the Conveyance Properties shall be determined to the day immediately preceding the Closing Dateapplicable Settlement (with respect to utilities, (i) on the basis of the actual number most recent meter reading occurring prior to the applicable Settlement or if unmetered on the basis of days elapsed during a current ▇▇▇▇ for each such utility, in each instance as furnished by the month applicable Transferor, and (ii) as further adjusted when the bills for the current period are issued) and paid by the applicable Transferor and appropriate prorations shall be made with respect to the Assumed Contracts. The applicable Transferor shall be entitled to retain all up-front fees and other payments received by the applicable Transferor (or its affiliates or predecessors) pursuant to, or in connection with, any Service Contracts or utilities prior to the applicable Settlement. Recoveries from the utility expense reimbursements payable by tenants regardless of whether or not billed or collected by the applicable Transferor (or a third party service provided) shall be prorated based upon, and shall relate back to, the months in which the Closing occurs: general and special county and city real property taxes and special assessments expenses were incurred. (collectively, "Taxes"c) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes All prepaid rents shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, prorated and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either relating to the period before the Closing or to the a period after the Closingapplicable Settlement, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition paid to the foregoing apportionments, Seller shall receive all Transferee at the applicable Settlement. All other rents and other income accrued, and from the Conveyance Properties collected by the applicable Transferor during the month of the applicable Settlement shall pay all other expenses accrued or incurred, in connection with first be applied to the ownership or operation month of Property before the Closing Date, and Buyer applicable Settlement for the purpose of prorations. The Transferee shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer a credit against the cash portion of the Purchase Price Lighthouse Acquisition Consideration that is payable pursuant to Section 1.02(a)(iii) in an amount equal to all cash deposits or fees actually received by the applicable Transferor (or its affiliates or predecessors) and refundable to any tenant of the Conveyance Properties (and interest, if any, required to be paid by law or any Lease) and not otherwise applied in accordance with the applicable Lease. The applicable Transferor shall be entitled to retain all non-refundable deposits received by the applicable Transferor in connection with the Leases executed prior to the applicable Settlement. (d) Delinquent rents and other charges which are past due at the Closing. Escrow Holder applicable Settlement shall not be concerned with prorated and the Transferee shall remit those amounts if, as and when collected by the Transferee; provided, however, that if such a payment is received by the Transferee, such payment shall be applied by the Transferee first to current rents, then to any prorations rents or other sums that are past due by such resident from and after the applicable Settlement and only then to the payment of any delinquencies that occurred prior to the applicable Settlement. The Transferee will make a good faith effort after the applicable Settlement to collect all such rents and other charges in the usual course of the Transferee’s operation of the Conveyance Properties (and shall remit any such amounts collected to the applicable Transferor), but the Transferee will not be obligated to institute any lawsuit or other collection procedures to collect such delinquent rents. The applicable Transferor may attempt to collect any delinquent rents owed to the applicable Transferor and may institute any lawsuit or collection procedures, but may not evict any tenant, seek to terminate any Lease or violate any tenant’s right to quiet enjoyment. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to the applicable Settlement, do not become due and payable until after the applicable Settlement or are paid prior to the applicable Settlement but are subject to adjustment after the applicable Settlement (such as year-end operating expense reimbursements and the like), then any rents or charges of such type received or payable by the Transferee or its agents or the applicable Transferor or its agents subsequent to the applicable Settlement based on a final adjustment with the applicable tenant shall, to the extent applicable to a period including the applicable Settlement, be prorated between the applicable Transferor and the Transferee as of the applicable Settlement and, as applicable, the applicable Transferor’s or the Transferee’s portion thereof shall be remitted promptly to such party by the other. (e) The applicable Transferor shall be responsible for the payment of all (i) capital expenditures for work performed with respect to the Conveyance Properties that are due and payable prior to the applicable Settlement and, in the case of the Courts at Dulles Project, the Eleven55 Project and the Seminary Hill Project, for the costs of repair and restoration of the damage occurring to such projects from the events of fire and water intrusion identified on Schedule 7.01(a)(vii)(y) attached hereto (provided that Contributor shall retain the rights with respect to claims under any of Contributor’s insurance policies that relate to such events of fire or water intrusion), and (ii) leasing commissions which become due and payable (whether before or after the applicable Settlement), if any, as a result of any Leases existing as of the Effective Date. The Transferee shall be responsible for the payment of all (x) capital expenditures that are due and payable from and after the applicable Settlement, except as provided in subsection (i) above and (y) leasing commissions which become due and payable (whether before or after the applicable Settlement) as a result of any new Leases entered into after the Effective Date (or any renewals exercised prior to the applicable Settlement) and shall reimburse the applicable Transferor for all payments made by the applicable Transferor prior to the applicable Settlement for capital expenditures relating to work to be made performed after the Closing applicable Settlement and any such lease commissions. (f) The Transferee shall receive a credit against the cash portion of the Lighthouse Acquisition Consideration that is payable pursuant to this AgreementSection 1.02(a)(iii) in an amount equal to any liabilities and unpaid expenses of the Virginia Property Owners that relate to periods prior to the applicable Settlement or that have been incurred inconsistent with the representations of Contributor set forth in Section 4.01(w). Those incomes and expenses for which actual bills are available at the applicable Settlement, shall be prorated based on such actual bills. Those items for which actual bills are not available at the applicable Settlement, shall be prorated based upon good faith estimates by the applicable Transferor of the previous month’s or year’s ▇▇▇▇(s), as applicable. Except as otherwise provided herein, any revenue or expense amount (other than as provided in clause (a) above) which cannot be ascertained with certainty (regardless of the reason for such inability) as of the applicable Settlement shall be prorated on the basis of the parties’ reasonable estimates of such amount, and shall be the subject of a final proration one hundred eighty (180) days after the applicable Settlement, or as soon thereafter as the precise amounts can be ascertained. The Transferee shall promptly notify the applicable Transferor when it becomes aware that any such estimated amount has been ascertained. Once all revenue and expense amounts have been ascertained, the Transferee shall prepare, and certify as correct, a final proration statement which shall be subject to the applicable Transferor’s approval, such approval not to be unreasonably withheld. Upon the applicable Transferor’s acceptance and approval of any final proration statement submitted by the Transferee, such statement shall be conclusively deemed to be accurate and final, provided that if approval is not timely received in order to enable the applicable Settlement to occur on the date set forth in Section 6.01, the Transferor’s estimate of the applicable amounts shall be used for purposes of the applicable Settlement.

Prorations. The following (a) All Proration Items and all other items, if any, that are paid by Seller and that relate, in whole or in part, to periods after the Effective Time, and all Proration Items and all other items, if any, that are paid by Buyer or otherwise affect the Business or the Purchased Assets and that relate, in whole or in part, to periods on or prior to the effective time of the Closing, will be apportioned as of the Effective Time, and representatives of Seller and Buyer will, if practicable, examine all relevant Books and Records relating to the Business as of the Closing Date in order to make the determination of such apportionments, which determinations shall be prorated between calculated in accordance with the past practices of Seller to the extent applicable. The net amount of all Proration Items will be settled and paid on the Closing Date to the extent practicable, or as soon thereafter as is reasonably possible. In the event that the amount of any of the Proration Items is not known by Seller and Buyer at the Closing, the proration will be made based upon the amount of the most recent cost of such Proration Item to Seller. After Closing, Buyer and Seller each will provide to the other written notice, within 10 business days after receipt, of each invoice relating to any Proration Item so estimated. Within 10 business days thereafter, Buyer and Seller will make any payment to the other that is necessary to compensate for any difference between the proration made at the Closing and the correct proration based on the actual invoice. Seller and Buyer will each fully cooperate to avoid, to the extent legally possible, the payment of duplicate personal property Taxes, and each will furnish, at the request of the other, proof of payment of any personal property Taxes or other documentation that is a prerequisite to avoiding payment of a duplicate Tax. (b) If either Buyer or Seller (a “Payor”) pays a Proration Item (other than, with respect to Buyer, if and to the extent included among the Assumed Liabilities) for which the other (a “Payee”) is obligated in whole or in part under this Section 4.10, the Payor will present to the Payee evidence of payment and a statement setting forth the Payee’s proportionate share of such Proration Item, and the Payee will promptly pay its share to the Payor. In the event either a Buyer or Seller (as applicable, a “Recipient”) receives payments, or the benefits of payments, of a Proration Item to which the other (a “Beneficiary”) is entitled in whole or in part under this Agreement, the Recipient will promptly pay such amount to the Beneficiary. (c) In the event there exists as of 11:59 p.m. local time the Closing Date any pending appeals of ad valorem Tax assessments with regard to any of the day immediately preceding Purchased Assets, the Closing Datecontinued prosecution and/or settlement of such appeals will be subject to the direction and control of Buyer, on at Buyer’s cost, with respect to assessments for the basis of the actual number of days elapsed during the month in year within which the Closing occurs: general and special county and city real property taxes and special assessments . (collectivelyd) Notwithstanding the foregoing, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy items reflected or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for reflected in the maximum available discount or other exemptions Final Net Current Asset Statement will be excluded from this Section 4.10 to the extent permissible for said year, and appropriate to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion avoid double consideration of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementitems.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: interest on the Indebtedness, general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following prorations relating to the Assets will be made as of the Closing Date, with the U.S. Sellers liable to the extent such items relate to any time period up to the day immediately preceding the Closing Date and Buyer liable to the extent that such items relate to periods on or after the Closing Date. The net amount of all such prorations will be settled and paid by the U.S. Sellers to Buyer or Buyer to the U.S. Sellers, as the case may be, on the Closing Date by wire transfer of immediately available funds to an account designated in writing by Buyer or the U.S. Sellers, as applicable, provided, however, that if any item cannot be prorated with specificity as of the Closing Date (including real estate taxes and assessments resulting from, among other things, any proposed or actual change in valuation prior to the Closing Date to the extent such changes affect Taxes in the period up to and including the Closing Date) due to final bills not being issued as of the Closing Date, the parties will calculate the prorations with respect to such items as soon as practicable after the actual bills are issued, and the net amount shall be prorated between paid by the responsible party to the other(s) by wire transfer of immediately available funds promptly thereafter: (a) rents, additional rents, taxes and other items payable by the U.S. Sellers under any lease to be assigned to or assumed by Buyer pursuant to the terms of this Agreement; (b) the amount of rents and Seller charges for sewer, water, fuel, telephone, electricity and other utilities, including Taxes thereon; provided, however, that no deposits or prepaid amounts will be prorated, but will be included in the Assets; and (c) real estate and personal property Taxes and installments of assessments, if any, on or with respect to the Assets. Notwithstanding the foregoing, Buyer shall be liable for and pay such items set forth in clauses (a), (b) and (c) above to the extent such items are included as liabilities on the Final Closing Statement. (d) The U.S. Sellers will use commercially reasonable efforts to cause all utility bills of 11:59 p.m. local time the U.S. Sellers to be closed and billed by their respective utility companies as of the day immediately preceding the Closing Date, on Date in order that utility charges may be separately billed for the basis of the actual number of days elapsed during the month in which period prior to the Closing occurs: general Date and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer on and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date. If any such utility charges are not separately billed, all of which rents, other income and expenses shall they will be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent presuming that such rents or other income relate to charges were uniformly incurred during the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementquestion.

Prorations. The following All rents payable by Seller under the Golf Course Lease, taxes, assessments, utilities, maintenance charges and similar expenses of the Property, to be determined using the accrual method of accounting, shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time the Effective Date and, to the extent of information then available, such prorations shall be made at the day immediately preceding Closing. Seller and Buyer shall use their best efforts prior to the Closing Date to prepare a schedule of prorations covering as many items to be prorated as practicable so such prorations can be made at the Closing. Such prorations shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Seller and Buyer agree to cooperate and to use their best efforts to complete such prorations no later than thirty (30) days after the Closing Date, except for any annual reconciliation of expense reimbursements payable by the tenant under the Golf Course Lease, which cannot be completed until the final accounting for the year has been prepared. Monthly income and expense items shall be prorated on the basis of a thirty (30) day month. Such income and expenses of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") Property for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes before the Effective Date shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made account of Seller and such income and expenses for the maximum available discount period on and after the Effective Date shall be for the account of Buyer. Seller shall pay all taxes, assessments, invoices for goods furnished or services supplied, and other exemptions expenses relating to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and that are allocable either to the period before the Closing or Effective Date. The net adjustment of all prorations pursuant to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income this PARAGRAPH 11.4 shall be paid by the party owing the same to Seller within ten (10) days after end of the month other in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals cash or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price or official bank check or wire transfer at the Closing. Escrow Holder The expenses and liabilities for which Seller shall not be concerned with any prorations that are to be made after the Closing liable pursuant to this AgreementPARAGRAPH 11.4 shall be a retained liability of Seller and the expenses and liabilities of the Buyer shall be an assumed liability of the Buyer.

Prorations. The following prorations shall be prorated made between Buyer and Seller as of 11:59 p.m. local time the date of Closing: a. Seller shall receive a credit for any ad valorem taxes, assessments, maintenance costs or other costs and expenses advanced by Seller (collectively the day immediately preceding "Advances") which (i) are attributable to the Closing Date and the period subsequent thereto, (ii) are reimbursable to Landlord by Tenant pursuant to the Lease, but (iii) have not been received by Seller as of the Closing Date. Seller agrees to remit to Buyer, on within thirty (30) days of receipt of same, all reimbursements received from Tenant after the basis Closing Date for all such Advances that are credited to Seller at Closing. b. All rent and additional rent under the Lease of the actual number Property (together the "Rent") attributable to the period prior to the Closing Date shall be the property of days elapsed during Seller, and all Rent attributable to the Closing Date and the period subsequent thereto shall be the property of Buyer. If Rent for the month in which the Closing occurs: general Date occurs has been paid by Tenant to Seller prior to the Closing Date, then such rent shall be the property of Seller and special county Buyer shall receive a credit for all such Rent attributable to the Closing Date and city real property taxes and special assessments (collectively, "Taxes") the period subsequent thereto. If Rent for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year month in which the Closing occurs, with due allowance Date occurs has not been paid by Tenant to be made for the maximum available discount or other exemptions Seller prior to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the ClosingDate, then such rent shall be the property of Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition receive a credit for all such Rent attributable to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before period prior to the Closing Date, . Any Rent prepaid or due and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with owing under the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses Prime Lease shall be prorated as of the Closing. Rents Buyer and other incomeSeller each agree to remit to the other, if anywithin thirty (30) days after receipt of same, collected all Rent received by Buyer them after the Closing shall be applied first to any amounts due to Buyer and then, Date which is defined as the property of the other party pursuant to the extent such rents or other income relate terms of this subparagraph, which obligation shall expressly survive Closing hereunder. c. Ad valorem taxes and assessments for the year of closing hereunder which are not payable by Tenant under the Lease (together the "Taxes") and which are attributable to the period ending on or before prior to the Closing, such rents or other income Closing Date shall be paid the responsibility of Seller, and such Taxes which are attributable to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security Closing Date and any other refundable deposits paid by tenants to Seller pursuant to tenant leases the period subsequent thereto shall be delivered by certified funds to Buyer at the Closing orresponsibility of Buyer, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder and shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementprorated accordingly.

Prorations. The following shall be prorated between Buyer Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, then Buyer once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made -37- 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 (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). 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. Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this AgreementSection 10.4 will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the proration of same at Closing: $110,000.00.

Prorations. The following All revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of the Property shall be prorated apportioned equitably between Buyer and Seller the parties as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during in a particular month, and with respect to the month items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in which such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Purchaser shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums Date (but only if Buyer is assuming Seller's insurance policy Purchaser shall not be required to litigate or policiesdeclare a default in any Tenant Lease). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to To the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion Purchaser receives amounts on account of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property Tenant Leases on or after the Closing Date, all such payments shall be applied (except as to the lease with the County of Los Angeles) first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. With respect to the Tenant Lease with the County of Los Angeles, however, first payments collected by Purchaser shall be delivered to Seller until all arrearages and delinquencies have been satisfied. Notwithstanding any of the foregoing, in the event that Purchaser within six (6) months after Closing alters the financial terms of any Tenant Lease of 2,500 square feet or less pursuant to which Seller is owed delinquent rents or charges, then, with respect to rents or charges under such Tenant Lease that are first received by Purchaser after the alteration of the financial terms by Purchaser, such payments shall be payable first as follows: (x) first to Seller for the delinquent rents or charges which are attributable to the two (2) month period just prior to the Closing and (y) second to Purchaser for any then outstanding rental obligations which first become due and payable on or after the Closing and (z) third to Seller for any remaining delinquent rents or charges which are attributable to the period prior to the Closing. For the purpose of the preceding sentence an eviction or termination of any tenant's occupancy is not an alteration of the financial terms of any Tenant Lease. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other income amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any Lease). With respect to delinquent rents and expenses any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies applicable to such period. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated as (with Purchaser assuming the obligation to pay any installment due after the Closing Date). In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Closing. Rents and other incomeProperty or from any improvements made or leases entered into on or after the Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, collected by Buyer after on the Closing basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be applied first credited (or assigned) to any amounts due Purchaser; (v) Utility charges levied against Seller or the Property, and Purchaser shall transfer all such utility services to Buyer its name and then, to account immediately upon Closing; (vi) Service Contracts on the extent such rents basis of the charge or other income relate to premium for the period ending on or before the Closinginvolved; (vii) Tenant improvements costs and leasing commissions for leases, such rents or other income amendments and renewals signed after January 10, 1997, shall be paid to Seller within ten by Purchaser if approved by Purchaser in accordance with Paragraphs 7(a) and 7(b). (10viii) days after end All other operating expenses incurred in the management and operation of the month in which such amounts were collectedProperty. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases No insurance policies shall be delivered by certified funds to Buyer at the Closing orassigned hereunder, at Seller's option, credited to Buyer against the cash portion and accordingly there shall be no proration of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementinsurance premiums.

Prorations. The following All taxes imposed on a periodic basis (including personal property taxes, ad valorem taxes, franchise fees or taxes and similar taxes and assessments with respect to the Transferred Assets), shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Datep.m., Eastern Time, on the basis applicable Transfer Date. With respect to measurement periods that include (but do not end on) the applicable Transfer Date (all such periods of time being hereinafter called “Proration Periods”), Seller shall be responsible for the actual portion of any such liabilities that relates to the portion of such Proration Period ending on the such Transfer Date, which shall be deemed to be the amount of such liability for the entire Proration Period multiplied by a fraction, the numerator of which is the number of days elapsed during in the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to Proration Period ending on the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Transfer Date, and the denominator of which is the number of days in the Proration Period. Buyer shall receive all rents and other income accruingbe responsible for the portion of any such liabilities that relates to the portion of such Proration Period beginning after the Transfer Date, which shall be deemed to be the amount of such liability for the entire Proration Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Proration Period beginning on the day following the Transfer Date, and the denominator of which is the number of days in the Proration Period. On the Transfer Date, Buyer shall pay all other expenses accrued or incurredreimburse Seller, in connection with on this prorated basis, for Buyer’s portion of any such Proration Period liabilities that have been paid before the ownership or operation Transfer Date. Seller shall reimburse Buyer, on this prorated basis, for Seller’s portion of Property any such Proration Period liabilities paid on or after the Closing Date, all Transfer Date within five (5) business days of which rents, other income and expenses shall be prorated as Seller’s receipt of an invoice (including reasonable support for the calculation of the Closing. Rents and other incomeinvoiced amount) from Buyer for such liabilities, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, but no earlier than five (5) days prior to the due date for the payment of any such liability. To the extent that Buyer or Seller has not reimbursed the other party for such rents a Proration Period liability for which Buyer or other income relate to Seller is responsible by the period ending on or before due date for such reimbursement, the Closing, amount of such rents or other income reimbursement payment shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer bear simple interest at the Closing or, at Seller's option, credited to Buyer against rate of 8% per annum beginning on the cash portion due date for payment of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementeach such liability.

Prorations. The following (a) Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the business and operation of the Purchased Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, with Seller liable to the extent such items relate to any time period prior to the Closing Date, and Buyer liable to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the basis business and operation of the Purchased Assets; (ii) Rent, Taxes and all other items (including prepaid services or goods not included in Inventory) payable by or to Seller under any of Seller's Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other utilities; and (v) Rent and Taxes and other items payable by Seller under the Real Property Interests assigned to Buyer. (b) In connection with the prorations referred to in (a) above, in the event that actual number of days elapsed during the month in which figures are not available at the Closing occurs: general and special county and city real property taxes and special assessments Date, the proration shall be based upon the actual Taxes or other amounts accrued through the Closing Date or paid for the most recent year (collectively, "Taxes"or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the tax period then in effect and insurance premiums appropriate Party within sixty (but only if Buyer is assuming Seller's insurance policy or policies)60) days of the date that the previously unavailable actual figures become available. Proration of Taxes The prorations shall be based on the most recent official tax bills number of days in a year or notice of valuation available other appropriate period (i) before the Closing Date and (ii) including and after the Closing Date. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 3.5. (c) Notwithstanding anything to the contrary herein, no proration shall be made under this Section 3.5 with respect to Taxes payable under the Pennsylvania Public Utility Realty Tax Act ("▇▇▇▇▇"). Buyer shall be fully responsible for all Taxes payable under ▇▇▇▇▇ for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following (a) Purchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all of the budgeted, ordinary, and recurring items normally charged to the Facilities Owners, including those listed below (but not including any Income Taxes and Transfer Taxes), relating to the business and operation of the Assets acquired by Seller pursuant to the EPE Interest Purchase Agreement, shall be prorated between Buyer and charged as of the Effective Date, without any duplication of payment under the Facilities Contracts, with Seller liable to the extent such items relate to the EPE Interest and any time period prior to the Effective Date, and Purchaser liable to the extent such items relate to the EPE Interest and periods commencing with the Effective Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Retrospective adjustments and policyholder distributions for the applicable period during which the Closing occurs with respect to Facilities Insurance Policies included in the Assets occurring within twelve (12) months of Closing or ninety (90) days after the year-end following the Closing, whichever occurs first; and (ii) Operating and maintenance expenses incurred in any period prior to the Effective Date (not including Capital Expenditures) in the nature of the expenses shown on Schedule 3.6(a)(ii), but only to the extent that the amount of such expenses are determined within twelve (12) months of Closing or ninety (90) days after the year end following the Closing, whichever occurs first. (b) Purchaser and Seller agree that Property Taxes payable in respect of the same calendar year as the Effective Date shall be prorated and charged as of 11:59 p.m. local the Effective Date, without any duplication of payment under the Facilities Contracts, with Seller liable to the extent such items relate to any time period prior to the Effective Date, and Purchaser liable to the extent such items relate to periods commencing with the Effective Date (measured by calendar days). To the extent that, prior to the Closing, there has been a prepayment of any such Taxes attributable to any time period from and after the Effective Date, Purchaser shall reimburse Seller for such prepaid Taxes. (c) Without limiting the generality of the day foregoing, any and all liabilities for amounts payable (i) pursuant to the Tax Settlement and Closing Agreement, dated August 13, 2002, by and between EPE and the Office of the Navajo Nation Uniform Tax Administration Statute (as amended, from time to time, the “Tax Settlement Agreement”) or any successor agreement relating to the Assets, or (ii) otherwise in respect of any possessory interest Tax (“PIT”) or business activities Tax (“BAT”) purported by the Office of the Navajo Nation Uniform Tax Administration Statute to be due in respect of the ownership or use of the Assets (collectively, the “Tribal Payments”) shall (x) be payable by Seller to the extent attributable to a period (or a portion of a period) ending at the close of the Business Day immediately preceding the Effective Date, and (y) otherwise be payable by Purchaser. Tribal Payments that are attributable to a period that begins before the Effective Date but ends on or after the Effective Date shall be prorated to the portion of the period ending prior to the Effective Date (i) on a per diem basis in the case of payments in respect of a PIT and (ii) on a closing of the books basis in the case of payments in respect of a BAT. To the extent that prior to the Closing, Seller has made a prepayment of any amount for which Purchaser is liable under this Section 3.6(c), Purchaser shall reimburse Seller for the amount of such prepayment. (d) In connection with the prorations referred to in Sections 3.6(a), (b) and (c), in the event that actual figures are not available at the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes proration shall be based on upon the respective amounts accrued through the Closing Date or paid for the most recent official tax bills year or notice of valuation available other, appropriate period for the fiscal year in which the Closing occurs, with due allowance to such amounts paid are available. All prorated amounts shall be made for the maximum available discount or other exemptions recalculated and paid to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property appropriate Party within sixty (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (1060) days after end the date that the previously unavailable actual figures become available, but in any event not later June 1 of the month calendar year following the Effective Date. Seller and Purchaser shall furnish each other with such documents and other records as may be reasonably requested in which such amounts were collected. Buyer shall incur no obligation order to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be confirm all proration calculations made after the Closing pursuant to this AgreementSection 3.6. Any disagreements regarding the prorations referred to in Sections 3.6(a) and (b) shall be resolved in accordance with the provisions of Section 3.3. Upon determination of the appropriate prorations pursuant to this Section 3.6 by agreement of the Parties or by binding determination of the Independent Accounting Firm, the Party owing the difference shall deliver such amount to the other Party no later than three (3) Business Days after such determination, in immediately available funds or in any other manner as reasonably requested by the payee; provided that upon the written election of Purchaser, if Purchaser is the Party owing money, the amount owed shall instead be added to the principal amount of the Note and be subject to the Credit Agreement and Collateral Assignment, and if Purchaser is owed any money, the amount owed shall be credited to reduce the principal amount of the Note.

Prorations. The following Appropriate prorations shall be prorated between Buyer and Seller made with respect to the Tower Assets, on a per diem basis, as of 11:59 p.m. local time the close of the day immediately preceding business on the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general with respect to rental and special county lease payments, real estate and city real personal property taxes, annual franchise taxes and special assessments (collectively, "Taxes") for the tax period then year of Closing and all other items of income and expense due or payable under any Ground Lease, Tenant Lease or Related Contract, in effect each case, of a nature ordinarily prorated as of closing in real estate transactions and insurance premiums (but only if Buyer is assuming Seller's insurance policy not separately addressed elsewhere in this Agreement, including all items of income and expense that are prepaid or policies)payable in arrears, any unbilled costs and fees and related accounts, notes and other receivables. Proration of Taxes Sellers shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance entitled to all such income required to be made paid for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property all periods (or any portion of the Propertyportions thereof) and allocable either prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer Sellers shall receive be responsible for all rents and other such expenses arising during all periods (or portions thereof) prior to the Closing Date. Purchaser shall be entitled to all such income accruing, and shall pay required to be paid for all other expenses accrued or incurred, in connection with the ownership or operation of Property periods on or after subsequent to the Closing Date, all of which rents, other income and expenses Purchaser shall be prorated responsible for all such expenses for all periods (or portions thereof) on or subsequent to the Closing Date. A reasonable estimate of such prorations, including a calculation of Tower Cash Flow as of such date, and containing reasonable detail with respect to the Closing. Rents amounts set forth therein, shall be agreed to by Sellers and other income, if any, collected by Buyer after Purchaser at least five (5) business days prior to the Closing Date (each, a "Proration Estimate"), and shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month settled in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder No later than fifteen (15) days prior to the Closing, Sellers shall not provide Purchaser with unaudited balance sheets of the Companies as of the last day of the last full month prior to such date, which shall contain such information as is necessary or helpful in computing the Proration Estimate. Within sixty (60) days following the Closing, Purchaser shall prepare and deliver to Sellers a final determination of such prorations (with the exception of tax prorations which shall be concerned with delivered thirty (30) days after receipt by Purchaser of the final tax ▇▇▇▇ for all Sites) based, among other things, on any relevant bills or other documentation necessary to effect such prorations that are not available at the Closing. Sellers shall receive a credit at Closing for any utility deposits which will accrue to be made after the Closing pursuant to this Agreementbenefit of Purchaser.

Prorations. The Except as otherwise specified in clause (a) below, the following items shall be prorated between Buyer and Seller at the Closing as of 11:59 p.m. local time of the day immediately midnight preceding the Closing Date, without duplication: (a) Certain costs and expenses relating to the Property shall be adjusted as of the Closing Date between Seller and Buyer (the "Closing Date Adjustment"). The Closing Date Adjustment shall constitute a composite accounting of the different items described below in this Section. The intent is to credit or charge, as the case may be, Seller with all revenues and expenses respecting the Property which are attributable to operations before the Closing Date and to credit or charge as the case may be, Buyer with all such revenues and expenses attributable to operations on and after the Closing Date. Unless otherwise provided for herein, all revenues and expenses shall be separately accounted for as between Seller and Buyer as of 12:01 a.m. on the basis Closing Date. No later than sixty (60) days after the Closing Date, Seller and Buyer shall review all the amounts and calculations made in respect of the actual number of days elapsed during the month in which Closing Date Adjustment and any final corrections shall be made to the Closing occurs: general Date Adjustment, and special county Seller and city real property taxes Buyer at that time shall settle any funds owed to each other. The following items shall be accounted for in calculating the Closing Date Adjustment: (i) Prepaid charges and special assessments fees for licenses and permits transferred by Seller to Buyer shall be prorated as between Seller and Buyer. (collectivelyii) Prepaid rents and all room and other deposits and advance payments under booking arrangements and trade-out agreements for use of the Property facilities after the Closing Date shall be credited to Buyer. (iii) With regard to food (other than food in process including mini-bars and gift shops) and non-alcoholic and alcoholic beverages (other than opened containers and unopened containers outside of storage areas), Buyer shall be charged with the costs of all food and non-alcoholic and alcoholic beverages at the Property and at Seller's cost based upon an inventory of such items performed as of 12:01 a.m. on the Closing Date. (iv) All charges and prepayments relating to the Service Contracts which are assumed by Buyer shall be separately accounted for as between Seller and Buyer as of 12:01 on the Closing Date. (v) All cash in the operating accounts for the Hotel (it being understood that such accounts refer to "Taxes"house banks" and not bank accounts) shall be paid over to Buyer at Closing and Seller shall receive a credit therefor in the Closing Date Adjustment. (vi) With regard to the booking of guest rooms and the provision of other services at the Property, the parties agree that Seller shall be entitled to all of the revenue generated by such operations through and including the night before the Closing Date; provided that Buyer shall be entitled to one-half of such revenue (including applicable sales tax) for the tax period night before the Closing Date. Seller shall receive a credit for all accounts receivable with respect to hotel guests then in effect occupancy, net of any travel agent commissions, credit card commissions, or other similar costs to collect such revenue. Except as expressly provided for in this subsection (vii), Seller shall own and insurance premiums (be entitled to all collections with respect to accounts receivable for the period prior to the Closing Date. Buyer agrees, on a prompt, but only no less frequent than a monthly basis, to deliver to Seller any payments and back-up received or generated with respect to such accounts receivable. The parties acknowledge that if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes receives a payment which does not specify the invoice being paid, then all payments shall be based applied first to the current sums due Buyer, if applicable. Buyer has no obligation, nor responsibility to collect said accounts receivable, however, Buyer will cooperate with Seller in such collection and shall give Seller rights to inspect Buyer's books and records at reasonable times with respect to such accounts receivable. (vii) The parties shall arrange for hotel guests to sign new deposit box or other appropriate receipts on the most recent official tax bills or notice of valuation available for the fiscal year in which day before the Closing occurswith respect to baggage, with due allowance to be made for personal property, laundry, valet packages and other property of hotel guests checked or left in the maximum available discount care of Seller by transient hotel guests or other exemptions tenants and, to the extent permissible for said yearsuch receipts are not obtained, such property shall be sealed, listed in an inventory prepared and to signed jointly by the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion parties as of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive be responsible from and after the Closing Date for all rents such property listed in said inventory. Notwithstanding the foregoing, to the extent a hotel guest has not signed a new safe deposit box receipt, Seller shall continue to be responsible for the contents thereof and shall indemnify and hold Buyer harmless for any and all losses, misappropriations, thefts, or otherwise improper removals from said safe deposit boxes. The provisions of this Paragraph shall expressly survive the Closing. (viii) All accrued and unpaid obligations of the Seller and its Manager under its salary and employee benefits arrangements in place as of midnight before the Closing for employees at the Property as of the Closing Date, including without limitation, unemployment compensation benefits, pension benefits, salaries, bonuses, sick leave, vacation and other income accruingsimilar forms of compensation up to the date of the Closing, including all employer taxes associated with vacation and sick pay, shall be assumed by Buyer and credited to Buyer, or at Seller's option, Seller may pay in full such benefits direct to its Manager and employees. Buyer acknowledges and agrees that: (a) all employees employed at the Hotel are the employees of Manager, and shall pay all other expenses accrued or incurred(b) no employee who elects to continue employment at the Hotel will be terminated in violation of, in connection with and accordingly no notices will be given pursuant to, the ownership or operation of Property on or Worker Adjustment Retraining Notification Act, 29 U.S.C.A. Section 2101, ET SEQ. ("WARN Act"). From and after the Closing Date, Buyer shall be solely obligated to provide all notices required by the WARN Act. Further, Buyer agrees to indemnify, defend and hold Seller harmless from and 20 against any claim or expense (including but not limited to court costs and attorney fees) which may be asserted against or incurred by Seller due to or as a result of any alleged failure to comply with any provisions of the WARN Act which rentsmay be applicable to Seller. Buyer's agreements in the preceding two sentences shall survive the Closing. (b) Seller shall pay or credit on the Purchase Price any of the following which are a lien on the Land or Improvements: (i) all (A) special assessments relating to the Land and Improvements for work completed or substantially completed as of the Effective Date, and (B) all unpaid sales, occupancy, or real estate taxes for years prior to Closing, together with any interest and penalties relating to any of the foregoing, and (ii) a portion of the unpaid sales, occupancy, or real estate taxes for the year of Closing, prorated through the date of Closing. The proration of real estate taxes shall be based on a 365-day year and on the most recently available tax rate and valuation and shall be final. (c) Seller shall notify the utility companies servicing the Property prior to Closing that billing to Seller for such utilities shall be discontinued at the end of the day preceding the Closing Date, and Buyer shall arrange with such utilities to have such bill▇▇▇▇ ▇▇▇ utility services charged to Buyer from and after the Closing Date and Seller shall be entitled to the refunds of all deposits therefor. Seller shall pay all charges with respect to such utilities for the period prior to the Closing Date and utility charges since the date of the last billing will be adjusted at Closing as of the Closing Date on the basis of the last bill ▇▇ rendered, with subsequent adjustment, if any, when final bills are rendered. (d) If there is a water meter on the Property, the Seller shall furnish, at the Closing or as soon thereafter as practicable, a reading to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charge, the unfixed sewer rent and/or unfixed water charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading, subject to adjustment upon receipt of the actual meter charge and sewer rent. (e) All rents and other income and expenses payments under the Lease shall be prorated as of 12:01 a.m. on the Closing. Rents Closing Date and other incomethe security deposit, if any, collected held by Buyer Landlord shall be returned or paid, as the case may be, to Seller. (f) Other costs, expenses and charges which are a lien or may become a lien against the Property and are of such a type as are usually involved in and adjusted with regard to property similar to and located in the locale of the Property. Prorations hereunder shall, where applicable, be made on the basis of a 365-day year and, for any month, on the basis of the number of days elapsed. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be prorated, unless otherwise provided for herein, a reasonable estimation of the amount of such items shall be placed in escrow with the Title Company, and such items shall be prorated as soon as practicable after the Closing Date. The provisions of this Section 11.1 shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before survive the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.