Common use of Prorations Clause in Contracts

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed.

Prorations. All income The 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 apportioned, prorated between Purchaser and Seller as of 11:59 p.m. (Eastern time) on the day prior to 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 “Cut Off Time”assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as if Purchaser were vested with title to of the Property during the entire Closing Date, but Purchaser shall make 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 thatattempt, except and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as otherwise expressly provided may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (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 AgreementSection 14, Seller shall have if the benefit 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 income the Property, Purchaser hereby agrees to pay all such taxes and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses does hereby indemnify and save Seller harmless from and against all claims and liability for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any;. (d) Operating expenses At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitssecurity deposits not held by Seller at Closing. Further, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price Seller will be credited at Closing for with the amount of the termination fee paid any and all deposits held on behalf of Seller by the tenants listed on Exhibit U (including the amount of such termination payments) in connection utility companies with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining respect to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the DeedProperty.

Prorations. All income and expenses in connection with (a) Except for insurance premiums, at the operation of the Property shall be apportionedClosing, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (all customarily prorated items including, without limitation, any deferred rent received after maintenance fees and assessments, standby fees and ad valorem taxes for the current year (based on the most recent tax statement[s] for the Property, adjusted for the most current tax rates and appraised value), and utility services being continued to the Property, shall be prorated as of 11:59 p.m. on the Closing which relates Date (the “Cut-Off Time”). Seller shall be charged for and credited with all prorated items up to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for including the Closing Date and thereafter (provided, however, that in Purchaser shall be charged for and credited with all of same after the Closing Date. In the event that any amount to be prorated is unknown at the Closing, the Title Company’s best estimate of the Leases or subleasesamount therefor shall be used at the Closing, if anyand thereafter, covering all or part the Parties agree to adjust such prorations within ten (10) days after receipt of written notice, accompanied by copies of the Property provide that statement(s) or invoice(s) therefor, from the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect Party receiving same. The Parties agree to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which undertake a final accounting for all purposes under this Article XIprorated items (except ad valorem taxes, the proration of which shall include personal property taxesoccur within ten (10) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses days after receipt of tax statements for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs;) within forty-five (45) days after the Closing Date. (gb) Standby fees, ad valorem taxes, maintenance fees, and assessments with respect to the Property for the year in which the Closing occurs shall, if not paid at Closing, be assumed by Purchaser and Purchaser hereby agrees to pay the same provided an applicable charge has been made against Seller on the closing statement at Closing. (c) All base rent and additional rent actually received and other income actually received under the Lease in effect on the Closing Date shall be prorated as of the Cut-Off Time. Purchaser shall receive a credit against the Purchase Price (but without duplication) at Closing for any prepaid rents to the extent the same are applicable to the period following the Cut-Off Time. Non-delinquent rent collected by Seller after Closing attributable to periods from and after the Cut-Off Time shall be promptly remitted to Purchaser. Delinquent rent collected by Seller or Purchaser after the Cut-Off time shall be delivered by the recipient as follows: within fifteen (15) days after the receipt thereof, Seller and Purchaser agree that all rent received by Seller or Purchaser shall be applied first to then current rents, and then to delinquent rents for periods after the Cut-Off Time and then to delinquent rents for periods prior to the Cut-Off Time. Notwithstanding anything herein to the contrary, in no event shall Seller, after the Cut-Off Time, institute or commence collection actions or activities or any legal action against any tenant occupying space at the Property. (d) All real estate taxes due and owing as of the Cut-Off Time, and all installments of assessments for public improvements or other matters or facilities which constitute a lien against the Property and are due and owing as of the Cut-Off Time, and all penalties and interest thereon, shall be paid by Seller on or before the Closing Date. Real estate taxes and assessments shall be prorated as of the Cut-Off Time. Purchaser shall receive a credit for any accrued but unpaid (and not yet due and payable) real estate taxes and assessments applicable to any period before the Cut-Off Time. If the amount of any such taxes and assessments has not been determined as of Closing, such credit shall be based on one hundred percent (100%) of the termination fee paid by most recent ascertainable tax bills. Such taxes shall be re-prorated upon issuance of the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; andfinal tax b▇▇▇. (he) Any other operating expenses or other items pertaining Except for those utility charges payable by Tenant in accordance with the Lease, Seller shall pay all utility charges attributable to the Property until the Cut-Off Time and Purchaser shall pay all utility charges attributable to the Property from and after the Cut-Off Time. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given. In the event such proration at Closing is based on estimated charges, after Closing, at such time as final bills for such water, sewer, and utility charges, common area maintenance charges, and other operating expenditures are available, the parties shall adjust the amounts apportioned at Closing based on the charges shown on the final bills, and Seller or Purchaser, as the case may be, shall pay to the other whatever amount shall be necessary to compensate for the difference within fifteen (15) days after receipt of such final bills. (f) Premiums for hazard, liability, and any other insurance will not be prorated and Seller will terminate Seller’s insurance coverage with respect to the Property immediately after the Closing Date. Purchaser is solely responsible for obtaining Purchaser’s own insurance coverage from and after the Closing Date. (g) Any security deposit described by the Lease (and interest thereon if required by law or contract to be earned thereon) shall be transferred or credited to Purchaser at Closing. As of Closing, Purchaser shall assume Seller’s obligations related to Security Deposits which are customarily prorated between actually transferred from Seller to Purchaser or for which Purchaser receives a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedcredit.

Prorations. All income Utility charges, rental payments and expenses in connection with charges and similar ---------- proratable items which are attributable to the operation of Inventory and the Property Acquired Assets shall be apportionedapportioned between the Buyer, on the one hand, and the Sellers, on the other hand, as of 11:59 p.m. (Eastern time) the Closing Date. Any item which relates to the period prior to or on the day Closing Date shall be apportioned to the Sellers, and any such item which relates to the period after the Closing Date shall be apportioned to the Buyer. Notwithstanding the foregoing, the Sellers shall be responsible for any property taxes on the Inventory and the Acquired Assets for the tax year including the Closing Date. The Sellers shall, no later than five days prior to the Closing Date, prepare a preliminary statement (the “Cut Off Time”"Preliminary Statement") in writing of the amount of the adjustments to be made hereunder and to be included in the Purchase Price adjustment made pursuant to Section 3.7. The Preliminary Statement shall be certified by the Sellers' Chief Financial Officer as if Purchaser were vested true and correct and as having been prepared in accordance with title the Sellers' books and records. The Purchase Price to be paid at Closing shall be adjusted either upward or downward, as applicable, based on the Property during the entire Closing Date, amount of such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (Preliminary Statement; provided, however, that if any upward adjustment to the -------- ------- Purchase Price would be in excess of Twenty-Five Thousand Dollars ($25,000), the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses Buyer shall not be apportioned as between Seller pay such adjustment unless and Purchaser): (a) Property taxes (which for all purposes under this Article XI, until the Buyer shall include personal property taxes) as more particularly set forth below have verified and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant agreed to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining upward adjustment, which verification and agreement shall be made no later than five days prior to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions Closing Date. If the Buyer fails to so agree with any item in the area in Preliminary Statement prepared by the Seller, then any items on which the Property is located. The provisions of this Section 11.2 Buyer has so failed to agree shall survive remain open and be determined in conjunction with the Closing and the delivery preparation of the DeedFinal Statement (as hereinafter defined).

Prorations. All income The following items relating to the Assets, the ownership of the PSE Colstrip Interests, and expenses in connection with the operation of the Property shall Colstrip Facilities will be apportionedallocated pro rata per diem for the tax year that includes the date of the Closing, as of 11:59 p.m. (Eastern time) on with Seller liable for such items to the day extent they are allocable to the period prior to the date of the Closing Date, (the “Cut Off Time”) as if and Purchaser were vested with title liable for such items to the Property during the entire Closing Date, such that, except as otherwise expressly provided extent they are allocable to periods beginning with and subsequent to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any date of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):Closing: (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b);Taxes on or with respect to the Assets. (b) Rents as and when collected including base Rents, additional rents, escalationsTaxes, additional rent to the extent normally adjusted in connection with similar transactions, and percentage rent (“Rents”) as further described below;other items payable by Seller under the Real Property Leases and the Business Contracts. (c) WaterThe amount of rents, Taxes and charges for sewer, gaswater, electrictelephone, vault electricity and fuel charges, if any;other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) Operating expenses 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 the date of the Closing. At least ninety (90) days prior to the date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the Property including sums due or already paid pursuant preceding year applied to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses the latest assessed valuation and permitssuch Taxes shall be reprorated upon the request of Seller, on the basis of one hand, or Purchaser, on the fiscal year for which levied; other hand, made within sixty (f60) Assessments but only for days after the annual installment for date that the fiscal year actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining order to the Property which are customarily prorated between a purchaser confirm all adjustment and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of proration calculations made pursuant to this Section 11.2 shall survive the Closing and the delivery of the Deed1.06.

Prorations. All income (a) For purposes of determining the Purchase Price, personal property and expenses real property 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 connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day whole or in part to any period commencing prior to the Closing DateEffective Time, (and any other amounts that by the “Cut Off terms of this Agreement are to be allocated between the Parties, will be prorated as of the Effective Time”) as if Purchaser were vested , with title Seller liable to the Property during the entire Closing Date, extent such that, except as otherwise expressly provided items relate to any period prior to the contrary in this AgreementEffective 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 have include an itemized estimate in the benefit of income Closing Adjustment Statement based upon the most recent available rates, assessments, valuations, or other data, and the burden of expenses for Parties shall adjust the day preceding the amounts paid at Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser reflect such prorations. Any prorations shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment be made so as to avoid duplication of any of amounts, and will be adjusted to properly take into account any amounts thereof used in determining the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b);Purchase Price. (b) Rents 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, and will provide Seller with all documentation relating to 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 Effective Time with the final amounts to be prorated. Seller and when collected including base rents, escalations, additional rent Buyer agree to furnish each other with such documents and percentage rent (“Rents”) other records as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid may be reasonably requested in order to confirm all proration calculations made pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed3.4.

Prorations. All income and expenses in connection with In addition to any other customary items agreed upon by the operation of parties, the Property following items shall be apportioned, separately apportioned and adjusted between Kindred and New Operator as of 11:59 11:59:59 p.m. (Eastern time) in the time zone in which the Facility is located on the day prior to the Closing Date, with the net amount (the “Cut Off TimeNet Adjustment Amount”) determined to be payable to Kindred, or to New Operator, as if Purchaser were vested with title the case may be, to be paid on the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases by certified or subleases, if any, covering all bank cashiers’ check or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):wire transfer: (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault telephone and fuel other utility charges, if any;and sewer and waste water charges, shall be adjusted as of the Effective Time. If there are meters measuring the consumption of any utility or other service to the Facility, then Kindred and New Operator shall each use their commercially reasonable efforts to cooperate to cause the meters to be read and obtain final cut-off readings not more than one (1) day before the Closing Date and to establish the service account in New Operator’s name as soon as possible after the Effective Time. For metered service, Kindred shall pay the utility bills for services rendered prior to the readings. If for any reason any metered utility is read more than one (1) day before the Closing Date, Kindred and New Operator shall prorate such utility charges following the Closing Date as provided in Section 3.3(e). (db) Operating expenses for the Property including sums due or already paid pursuant to Kindred and New Operator shall prorate any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee amounts paid by Kindred under the tenants listed Assumed Kindred Contracts through the Effective Time that related in whole or in part to periods after the Effective Time, and all other Contracts to which Kindred is a party (“Kindred Contracts”) shall otherwise be terminated or retained by Kindred as described in Section 5.1. For sake of clarity, Kindred shall be solely responsible for and shall pay all amounts under the Assumed Kindred Contracts for services or goods provided on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining prior to the Property which are customarily prorated between a purchaser Effective Time. For services or goods provided on and a seller after the Effective Time, New Operator shall be solely responsible for and shall pay all amounts under the Assumed Kindred Contracts. For the avoidance of doubt, nothing contained in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 3.3(b) is intended to limit in any respect New Operator’s duty to assume, perform and discharge the Assumed Obligations. Kindred and New Operator shall survive prorate any amounts paid by New Operator under the Closing and Assumed Kindred Contracts after the delivery of Effective Time that relate in whole or in part to periods on or prior to the DeedEffective Time.

Prorations. (a) All income items of revenue and expenses in connection with respect to the operation of Venture, the Property Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be apportioned, prorated as of 11:59 p.m. (Eastern time) pm on the day Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing DateDate (collectively, (the “Cut Off TimeOriginal Company”) and (y) Purchaser (as if Purchaser were vested with title to 100% owner of the Property during Joint Venture immediately following the entire Closing Date, such that, except as otherwise expressly provided ). Original Company shall be entitled to the contrary in this Agreement, Seller all revenue and shall have the benefit of income and the burden of be responsible for all expenses for the day preceding period of time up to the Closing Date (includingApportionment Time, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income be entitled to all revenue and the burden of shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Date Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and thereafter shall increase or decrease (provided, however, that as the case may be) the Purchase Price taking into account the parties respective interests in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses Original Company. All prorations shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, made on the basis of the fiscal actual number of days in the year for which levied; (f) Assessments but only for the annual installment for the fiscal year and month in which the Closing occurs;occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 8.04(b) below. (gb) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall receive a credit against agree on the Purchase Price at final determination of all prorations included on the Closing for Statement (the amount “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the termination fee final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the tenants listed on Exhibit U party obligated therefore within ten (including 10) days following the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery date of the DeedProration True-Up Statement.

Prorations. (a) All income payments under or pursuant to the Assigned Contracts or the Assigned Facility Leases and utilities expenses in connection with for the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior Transferred Facilities relating to periods both before and after the Closing Date, (whether payable before or after the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such thatshall be prorated between the Buyers, except as otherwise expressly provided to on the contrary in this Agreementone hand, Seller shall have the benefit of income and the burden of expenses for Sellers, on the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsother hand, on the basis of a 365-day year as of the fiscal year Effective Time (collectively, the “Prorated Charges”). With respect to any products sold (or services rendered) to the Sellers pursuant to the Assigned Contracts or other obligations pursuant to which a Seller purchases products (for which levied; (f) Assessments but only example, purchase orders), the Buyers and the Sellers shall use their respective reasonable best efforts to arrange for vendors to ▇▇▇▇ the appropriate Sellers directly on or prior to the Closing Date and the appropriate Buyers directly after the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, amounts due for supplies received from or services rendered by third-party vendors to the Sellers prior to the Effective Time shall be for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount account of the termination fee and paid by the tenants listed Sellers, except to the extent such amounts are Assumed Liabilities as contemplated in Section 1.03, which shall be the sole responsibility of the Buyers. (b) Any ad valorem, use, real and personal property and similar Taxes, installments or special assessments arising from, or relating to, the Purchased Assets or the conduct of the Business, which become due and payable on Exhibit U or after the Closing Date and relate to a Straddle Tax Period (including collectively, the “Apportioned Obligations”), shall be prorated and adjusted between the Buyers, on the one hand, and the Sellers, on the other hand, as of the Effective Time on a per diem basis and the Sellers shall be responsible for and, in any case where payment to the applicable taxing authority is to be made by the Buyers, shall pay to the Buyers, an amount equal to the Taxes allocable to the portion of such termination paymentsStraddle Tax Period ending as of the Effective Time at least ten (10) in connection with Lease modification or termination agreements executed by days prior to the date such tenants; andTaxes become due and payable. Subject to the foregoing, the Buyers shall prepare and file all Tax Returns related to the Apportioned Obligations after providing BioScrip a reasonable opportunity to review and comment upon the same. (hc) Any The Buyers and the Sellers shall cooperate in good faith to resolve any dispute with respect to prorations. In the event the Buyers, on the one hand, and the Sellers, on the other operating expenses or hand, are unable to resolve such dispute within twenty (20) days after the date such dispute arose (the “Resolution Period”), the Buyers, on the one hand, and the Sellers, on the other hand, shall submit the items pertaining remaining for resolution in writing, together with written summaries prepared and submitted by the Sellers, on the one hand, and the Buyers, on the other hand, within thirty (30) days following the end of the Resolution Period, to an Independent Accounting Firm. The Independent Accounting Firm shall be instructed to, within 20 days of such submission, resolve any differences between the Buyers and the Sellers based solely upon the written summaries submitted to the Property which are customarily prorated between Independent Accounting Firm in accordance with the preceding sentence, and, in reaching a purchaser and a seller decision on each item of dispute, the Independent Accounting Firm’s position shall be limited to either the Sellers’ or the Buyers’ position set forth in comparable commercial transactions such written summaries on each disputed item. Such resolution shall, in the area in which absence of manifest error, be final, binding and conclusive upon each of the Property is locatedparties to this Agreement. The provisions of Buyers and the Sellers agree that the Independent Accounting Firm must agree to the time periods set forth in this Section 11.2 shall survive the Closing and the delivery of the Deed.1.08

Prorations. All income (a) Buyer and expenses Seller agree that, except as otherwise provided in connection with this Agreement, all of the items customarily prorated relating to the ownership, lease, maintenance or operation of the Property Purchased Assets, including those listed below (but not including Income Taxes), shall be apportioned, prorated as of 11:59 p.m. (Eastern time) on the day Closing Date, with Seller liable to the extent such items relate to any period prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title and Buyer liable to the Property during the entire Closing Date, extent such that, except as otherwise expressly provided items relate to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding any period on or after the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that measured in the event that any of same units used to compute the Leases or subleasesitem in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, covering all on or part with respect to the ownership, lease, maintenance or operation of the Property provide that the tenants Purchased Assets; (ii) Rent, Taxes and all other items (including prepaid services and goods not included in Inventory), in each case, payable by or subtenants thereunder are responsible for direct payment of to Seller under any of the expenses and the tenants Seller's Agreements; (iii) Any permit, license, registration, compliance assurance fees or subtenants are current other fees with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):any Transferable Permit; (aiv) Property taxes Sewer rents and charges for water, telephone, electricity and other utilities; (which for all purposes v) Insurance premiums paid on or with respect to the ownership, lease, maintenance or operation of the Purchased Assets to the extent payable under this Article XI, shall include personal property taxesany policy or other arrangement included among the Seller's Agreements; and (vi) as more particularly set forth below Prepaid operating and in Section 11.3(b);maintenance expenses. (b) Rents Seller or Buyer, as the case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.5(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesamount of any such payment. In connection with the prorations set forth in Section 3.5(a), if any; (d) Operating expenses actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the Property including sums due most recent year or already other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within sixty (60) days after the date that the previously unavailable actual figures become available. Seller and Buyer shall furnish each other with such documents and other records as may be reasonably requested in order to confirm all proration calculations made pursuant to any Service Agreements; this Section 3.5. Notwithstanding anything to the contrary herein, no proration shall be made under this Section 3.5 with respect to (ei) Amounts paid real property Tax refunds that are Excluded Assets under Section 2.2(h) or (ii) Taxes payable by Buyer pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed6.6(a).

Prorations. All income With respect to each Property, the following shall be adjusted between Contributor and expenses Company and shall be prorated as of 12:01 A.M. local time on the Closing Date as if Company was the owner of the Property for the entire Closing Date: (a) Base rents (and, subject to Section 7.4(d) below, reimbursements for operating expenses, insurance, and Real Estate Taxes) payable under the Leases (the “Rents”) for the month of Closing shall be prorated as of the Closing Date, except that no proration shall be made for Rents which are due as of the Closing Date but which have not been paid by Tenants as of the Closing Date (hereinafter called the “Delinquent Rents”). Any Delinquent Rents collected after the Closing shall be applied as follows: (i) first, to the calendar month for which the payment is made; (ii) second, to post-Closing delinquencies owed to Company; (iii) third, to Company’s costs of collecting post-Closing delinquencies, and (iv) fourth, to pre-Closing delinquencies owed to Contributor. For a period of one hundred twenty (120) days after the Closing, Company shall use reasonable efforts to collect any Delinquent Rents that accrued prior to the Closing Date and to collect from the Defaulting Tenants any delinquent amounts for base rents, additional rents, percentage rents and other Tenant charges, damages, or costs for the period prior to the Closing or otherwise owed and immediately pay to Contributor any such amounts actually collected. Without limiting the foregoing, Contributor shall have the right to pursue all remedies against any Tenant or Defaulting Tenant to collect Delinquent Rents, provided that Contributor may not seek as a remedy in connection any litigation against a Tenant the termination of any Lease or the dispossession of any Tenant. Contributor and Company each agrees to forward any Rents received by it after the Closing Date to the other, if and as applicable hereunder, for application in accordance with the operation provisions hereof. This Section 7.4(a) shall survive Closing. (b) Real Estate Taxes due and payable in the calendar year of Closing relating to the Property shall be apportionedprorated as of the Closing Date except to the extent payable or reimbursable by Tenants on an annual or semi-annual basis. If the Closing shall occur before the Real Estate Tax rate is fixed for the then current year, the apportionment of Real Estate Taxes shall be made on the basis of the Real Estate Tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the Real Estate Taxes actually due for the current year are more or less than the Real Estate Taxes for the preceding year, then within thirty (30) days after the issuance of the then current year’s Real Estate Tax ▇▇▇▇, Contributor and Company shall adjust the proration of such Real Estate Taxes and Contributor or Company, as the case may be, shall pay to the other any amount required as a result of 11:59 p.m. such adjustment. (Eastern timec) on All items of expense for the day Property, including but not limited to utility charges, maintenance charges, and charges under the Contracts (but excluding any such charges paid or payable directly by Tenants to parties other than Contributor), shall be prorated as of Closing Date. Contributor and Company shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final ▇▇▇▇ to Contributor with Company being designated the billing party in lieu of Contributor for all utilities that may be in the name of Contributor from and after the Closing Date. Contributor shall be entitled to retain any deposits of Contributor held by utility companies with respect to the Property. (d) Contributor shall be entitled to receive and retain all amounts payable by Tenants as estimated payments for Real Estate Taxes, operating expenses and other pass-through items through the Closing Date. On or before the date that is three (3) days prior to the Closing Date, Contributor shall provide Company with an operating expense statement setting forth (i) the actual costs incurred by Contributor for Real Estate Taxes, operating expenses and other pass-through items during Contributor’s period of ownership that are reimbursable to Contributor, as landlord, by Tenants under the Leases for calendar years 2015 and 2016 (collectively, the “Cut Off TimeReimbursable Expenses”); (ii) as if Purchaser the Tenant reimbursements for such amounts actually paid to Contributor by Tenants for calendar years 2015 and 2016 (“Actual Tenant Reimbursements”); and (iii) a reconciliation of the difference between the two (i.e., establishing that the Reimbursable Expenses were vested with title either more or less than the Actual Tenant Reimbursements). Company shall be responsible for calculating the year-end reconciliations of Tenant reimbursements of such amounts for calendar year 2016 and shall deliver such calculations to Contributor no later than April 1, 2017. Any amount due Contributor pursuant to the Property during foregoing calculations (in the entire Closing Dateevent the Actual Tenant Reimbursements are less than the Reimbursable Expenses) or Company (in the event the Actual Tenant Reimbursements are more than the Reimbursable Expenses), such thatas the case may be, except shall be paid by Company to Contributor or by Contributor to Company, as otherwise expressly provided the case may be, on or before April 30, 2017. Company shall use good faith, commercially reasonable efforts to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, collect any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (additional Tenant reimbursements due from Tenants; provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses Company shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which required to ▇▇▇ any Tenant for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due such amount or already paid pursuant to dispossess any Service Agreements;Tenant from its premises. (e) Amounts paid pursuant Except as otherwise provided in Section 7.4(b), in the case of any Taxes that are imposed on a periodic basis and are payable for any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of such Tax which relates to all transferable licenses the Tax period (or portion thereof) ending on or prior to the Closing Date (the “Pre-Closing Period”) shall be (i) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and permitsuse Tax), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the basis Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the Straddle Period ended on the Closing Date based on an interim closing of the fiscal year books. After the Closing, Contributor shall, be responsible for and shall indemnify the Company (and each of its members) and hold it harmless from and against: (x) all Taxes relating to the Properties for all Pre-Closing Periods, (y) with respect to any Straddle Period, all Taxes relating to the Properties attributable to the portion of such Straddle Period that ends on and includes the Closing Date, and (z) any and all Taxes of any Person imposed on any of the Entities or any member of the Entities as a transferee or successor, by contract or otherwise, which levied;Taxes relate to an event or transaction occurring before the Closing. (f) Assessments but only for Contributor shall calculate the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid prorations contemplated by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed.7.4

Prorations. All income (a) Each Purchaser and expenses Seller agree that, except as otherwise specifically provided in connection with this Agreement, all of the ordinary, and recurring items normally accrued or charged to the STP Owners or otherwise normally accrued or incurred by Seller, including those listed below (but excluding all Taxes), relating to the business and operation of the Property Generation Facility, shall be apportioned, prorated and charged as of 11:59 p.m. the Closing Date, without any duplication of payment under the Generation Facility Contracts, with Seller to be responsible for such items of operating expense and to receive the benefit of such items of operating revenue to the extent such items relate (Eastern timeor are apportionable) on the day to any time periods prior to the Closing Date, (the “Cut Off Time”) as if and each Purchaser were vested with title to the Property during the entire Closing Date, be responsible for its Proportionate Share of such that, except as otherwise expressly provided items of operating expense and to the contrary in this Agreement, Seller shall have receive the benefit of income its Proportionate Share of such items of operating revenue to the extent such items relate to periods from and the burden of expenses for the day preceding after the Closing Date (includingmeasured in the same units used to compute the item in question and otherwise measured by calendar days); provided that notwithstanding anything to the contrary herein, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the no Purchaser shall have pay any amount under this Section 3.4 that constitutes an Excluded Liability: (i) the benefit fees assessed on electricity generated at the Generation Facility pursuant to the DOE Standard Contract, as provided in Section 302 of income the Nuclear Waste Policy Act and the burden of expenses 10 C.F.R. Part 961, as amended from time to time, for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in applicable period during which the Closing occurs; (gii) Purchaser shall receive a credit against subject to and without limiting the Purchase Price at Closing generality of Section 2.3(d) and Section 2.4(j), Department of Energy Decommissioning and Decontamination Fees for the amount applicable period during which the Closing occurs; (iii) retrospective adjustments and policyholder distributions for the applicable period during which the Closing occurs with respect to any Generation Facility Insurance Policies to the extent such adjustments occur or distributions are made within twelve (12) months of Closing or, if earlier, ninety (90) days after the end of the termination fee paid by applicable policy year that includes the tenants listed on Exhibit U Closing Date; and (iv) documented operating, maintenance and other expenses incurred or accrued in any period prior to the Closing Date (not including Capital Expenditures or any Excluded Liabilities), but only to the extent that the amount of such termination paymentsexpenses is determined within twelve (12) months of Closing or, if earlier, ninety (90) days after the end of the calendar year during which the Closing occurs. (b) Notwithstanding any other provision of this Agreement, (i) Texas Genco and Seller agree that Property Taxes (excluding all other Taxes) assessed on Texas Genco's Purchased Interest for the calendar year in connection which the Closing occurs shall be prorated as between Texas Genco and Seller based upon the ratio of the number of days in the calendar year in which the Closing occurs beginning with Lease modification January 1 through the day prior to the Closing Date divided by the total number of days in such calendar year multiplied by the amount of Property Taxes paid (or termination agreements executed to be paid) by Texas Genco for the calendar year in which Closing occurs. Property Taxes prorated under this Section shall be based upon the status of the property as used by Seller. If Texas Genco or any successor-in-interest to Texas Genco changes the usage of such tenantsproperty after Closing and such change in usage results in additional Property Tax liabilities attributable to such property (as described in Section 14.2 of this Agreement or otherwise), such additional Property Tax liabilities will not be subject to proration hereunder and Texas Genco (or its successor-in-interest) shall be responsible for the payment thereof; and (hii) Any CPS and Seller agree that Property Taxes (excluding all other operating expenses or other items pertaining to Taxes) assessed on the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in Purchased Assets for the area calendar year in which the Closing occurs shall be prorated to Seller based upon the ratio of the number of days in the calendar year in which the Closing occurs beginning with January 1 through the day prior to the Closing Date divided by the total number of days in such calendar year multiplied by the amount of Property is locatedTaxes required by applicable Law to be paid by either Party for the calendar year in which Closing occurs. The Notwithstanding the previous sentence, if the provisions of this Title 1, Texas Tax Code Section 11.2 shall survive 26.11 apply to CPS for the calendar year in which the Closing and occurs, Property Taxes will be apportioned to Seller in accordance with Section 26.11(a) of this code. Property Taxes prorated under this section shall be based upon the delivery status of the Deedproperty as used by Seller. If CPS or any successor-in-interest to CPS changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to such property (as described in Section 14.2 of this Agreement or otherwise), such additional Property Tax liabilities will not be subject to proration hereunder and CPS (or its successor-in-interest) shall be responsible for the payment thereof. Seller will cooperate with CPS in obtaining Tax treatment available to CPS under the applicable laws and regulations. (c) In connection with the prorations referred to in Section 3.4(a) above as used in the determination of any amount pursuant to this Agreement (including any amounts determined pursuant to the provisions of Section 3.5), in the event that actual figures are not available on the Closing Date, the proration shall be based upon the applicable amounts properly accrued or would have been accrued as of the beginning of the Closing Date.

Prorations. All Except as may be otherwise expressly provided herein, all revenues, income and expenses in connection with the operation (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be apportionedfor the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in San Diego County, California, as of 11:59 p.m. reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (Eastern timeprepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the day prior to the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the “Cut Off Time”) Closing or if longer, as if Purchaser were vested with title soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses sale contemplated herein for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal tax year in which the Closing occurs; (g) Purchaser , a re-adjustment shall receive a credit against occur, and the Purchase Price at Closing figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the termination fee paid invoice. Such invoice shall be accompanied by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locatedreasonable substantiating evidence. The provisions of this Section 11.2 5.3 shall survive the Closing and the delivery of the Deed.

Prorations. All income and expenses in connection with the operation of the Property The following items shall be apportionedadjusted and apportioned between Sellers and Purchaser as follows: (a) All non-delinquent ad valorem real estate and personal property taxes, charges and assessments affecting the Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income disregarding any discount or penalty and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year of the authority levying the same. If any of the same have not been finally assessed as of the Closing Date for which levied;the current fiscal year of the taxing authority, then the same shall be adjusted through the Closing Date based upon one hundred percent (100%) of the most recently ascertainable taxes. There shall be a final reproration of the estimated real estate and personal property taxes promptly following the issuance of final bills. Each party agrees to make such payments as shall be necessary to provide the appropriate credits resulting from such re-proration. (fb) Assessments but only for All non-delinquent rent and other income of the annual installment for Properties, including, without limitation, other periodic rentals, additional rentals, escalation rentals, pass-throughs and other sums and charges payable under the fiscal year in which Leases (collectively, "Rents") collected as of the Closing occurs; (g) Date shall be prorated on a per diem basis such that they are credited to Purchaser as of the Closing Date. Purchaser shall receive a credit against for any Rents which have been prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to the month in which Closing occurred, (iii) second, to all periods after Closing until Rent due to Purchaser is paid current by the applicable Tenant, and (iii) third, to the receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall use commercially reasonable efforts to collect such Rent receivables in the ordinary course of business, but shall not be obligated to engage a collection agency, take legal action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in accordance with the terms of this Section 6(b) shall survive the Closing, delinquent Rents which are not collected by Purchaser on or before the date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the same. To the extent any Seller receives any Rents after Closing, the same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b). (c) At Closing Purchaser shall receive a credit equal to the unapplied total of all security and other refundable tenant deposits then held by Sellers. One or more of the Sellers may participate in a program administered by Lease Term Insurance Group, LLC ("Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to proration, provided that, at Closing, Sellers shall credit the Purchase Price at for an amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties. (d) Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such that they are credited or charged to Purchaser, as applicable, as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the amount same and charged to Sellers for all periods prior to the Closing Date. If the consumption of any of the termination fee paid foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Sellers shall pay all charges thereunder through the date of any meter readings obtained prior to Closing. If actual amounts cannot be reasonably obtained as of the Closing, such charges and income under the Assumed Contracts shall be based on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of the Closing Date by Sellers based on the average consumption for such tenants for the two (2) previous monthly bills and at Closing, Sellers shall be entitled to a credit equal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above. (f) At Closing, Purchaser shall receive a credit for any Vacant Units (as defined below) that are not in Rent Ready Condition (as defined below) as of the date that is three (3) Business Days prior to the Closing Date in an amount equal to Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been thoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all tile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (b) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at the Properties that is unoccupied as of the Closing Date and that was vacated by the tenants listed tenant most recently occupying such unit at least three (3) Business Days prior to the Closing Date (i.e., if a unit becomes vacant less than three (3) Business Days prior to the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). If requested by Purchaser, representatives of Sellers and Purchaser shall conduct a walk-through (the "Walk-Through") of the Properties on Exhibit U or around the third (including 3rd) Business Day prior to the Closing Date in order to determine the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining credit, if any, to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedbe given to Purchaser.

Prorations. All income (1) Subject to Subsection (2) below, all revenues and expenses in connection with the operation of the Property Property, including without limitation real property taxes, special taxes, assessments (if any) shall be apportioned, prorated and apportioned between BUYER and SELLER as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested so that SELLER bears all expenses with title respect to the Property during the entire Closing DateProperty, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have and has the benefit of all income with respect to the Property, through and including the burden of expenses for the day date immediately preceding the Closing Date (includingDate. If any portion of the Property is affected by any assessment or other charge, without limitationwhether for taxes or bonds, any deferred rent or interest thereon, which is or may become payable in installments, and an installment payment of such assessment is then a lien due and payable as part of the annual ad valorem property tax ▇▇▇▇ received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Property, then such installment shall be prorated as of the Closing Date Date; and thereafter if any such assessment or other charge is not payable in installments or are not billed as part of the annual ad valorem property tax ▇▇▇▇ for the Property, shall be paid in full by SELLER at the Closing. Notwithstanding the foregoing, SELLER shall be solely responsible for clearing all possessory interest taxes from the Property not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax ▇▇▇▇ will be made by the parties outside of this Escrow within the time required by this Section 10 below, which obligation shall survive the Closing. (provided2) Subject to Subsection (1) above, however, that in the event that if any of the Leases or subleasesitems to be prorated as of Closing cannot be finally determined as of Closing, the prorations shall be made at Closing based on the last available information, and post-closing adjustments between BUYER and SELLER shall be made within twenty (20) days after the date that the actual amounts are determined, and if anypayment is not made within this twenty (20) day period the party owing such sums shall pay interest thereon, covering all or part at the rate of ten percent (10%) per annum, from the date of delivery of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining ▇▇▇▇ to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in non-paying party to the area in which the Property is locateddate of payment. The provisions of this Section 11.2 This subsection shall survive the Closing and the delivery of the DeedClosing.

Prorations. All Except as otherwise provided herein, the Buyer, by virtue of its obligation specified in the Time Brokerage Agreement executed even date herewith, shall be entitled to all income earned prior to and expenses after the Closing Date and shall similarly be responsible for reimbursement of all liabilities and obligations incurred or payable in connection with the operation of the Property shall be apportioned, as station from the date of 11:59 p.m. (Eastern time) on the day prior Time Brokerage Agreement to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):thereafter. (a) Property taxes (which for all purposes under this Article XIFor reimbursement, shall include real and personal property taxes) as more particularly set forth below taxes and in Section 11.3(b);utility charges relating to the Station; and (b) Rents For reimbursement, FCC annual regulatory fees payable in 2001. Within thirty (30) days after the Closing, Buyer shall deliver to Seller a statement setting forth in reasonable detail the basis for prorations pursuant to this Section, and Buyer shall pay to Seller, or Seller shall pay to Buyer, as and when collected including base rentsthe case may be, escalations, additional rent and percentage rent any net amount due as the result of the proration statement (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesor, if any; (d) Operating expenses for there is a dispute, the Property including sums due 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 already paid pursuant that an additional item should be included in the prorations, the parties shall confer with regard to any Service Agreements; (e) Amounts paid pursuant the matter and an appropriate adjustment and payment shall be made as agreed upon by them or, if they are unable to all transferable licenses and permitsresolve the matter, by a firm of independent certified public accountants mutually agreeable to the parties, whose decision on the basis matter shall be binding and whose fees and expenses shall be borne equally by them. Under the supervision of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year Buyer, Seller shall, in which a manner consistent with past practices, collect all accounts receivable after the Closing occurs; (g) Purchaser Date and shall receive a credit against the Purchase Price at Closing for the amount promptly pay all commissions, bonuses and other sales related expenses, and shall provide Buyer with an accounting of the termination fee paid by the tenants listed on Exhibit U (including the amount of all collected and uncollected accounts receivable. Buyer shall have no obligation to pursue such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedcollections.

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, apportioned as of 11:59 p.m. (Eastern time) 12:01 a.m. local time at the Property on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) Such prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, if any, and for the current month not yet delinquent. Such proration shall be based on an operating statement updated not less than 1 day prior to the Closing Date, ; (ii) taxes and assessments (including personal property taxes on the “Cut Off Time”Fixtures and Personal Property) as if Purchaser were vested with title to levied against the Property during Property; (iii) utility charges for which the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesContributor is liable, if any, covering all or part such charges to be apportioned at the Closing on the basis of the Property provide that most recent meter reading occurring prior to the tenants or subtenants thereunder are responsible for direct payment of any of Closing (dated not more than 15 days prior to the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (aClosing) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesor, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsunmetered, on the basis of the fiscal year a current ▇▇▇▇ for which leviedeach such utility; (fiv) Assessments but only all amounts payable with respect to Assumed Liabilities in effect as of the Closing; ​ ​ (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the annual installment for Existing Loans, which shall be transferred to the fiscal year in which Operating Partnership at the Closing occursClosing; (gvi) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser transferor and a seller in comparable commercial transactions transferee of real estate in the area county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributor. In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or a proration was made at the Closing, the Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be refunded to any tenant of the Property shall be delivered to or retained by, as the case may be, the Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, the Contributor. The provisions Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of this Section 11.2 shall survive the Closing pursuant to this Agreement; (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and provide the Contributor with written evidence of the transfer at or prior to Closing. The Contributor shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (iv) The net proration credit to or charge against the Contributor on account of the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and (v) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, the DeedOperating Partnership shall prepare a final proration statement which shall be subject to the Contributor’s reasonable approval. Upon the Contributor’s ​ ​ ​ acceptance and approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and final.

Prorations. All (a) At the Closing and for the billing period in which the Effective Time occurs, all expenses and income and expenses in connection with arising from the operation conduct of the Property shall be apportionedbusiness of the Facility in the ordinary course, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, patient care revenue, trade payables, telephone expenses and utility charges, real and personal property Taxes attributable to the Facility, including any deferred rent received after Closing which relates such items held in escrow (all such income and expenses to a period be referred to herein as the “Prorated Items”), shall be apportioned between Seller and Purchaser as of the Effective Time, it being the agreement of the Parties that Seller shall be entitled to and responsible for all revenue, expenses and similar obligations arising from the operation of the Facility on or prior Closing) to the Effective Time and the Purchaser shall have be entitled to and responsible for all revenue, expenses and similar obligations arising from the benefit operation of income the Facility after the Effective Time, except, in each case, as otherwise expressly set forth herein. This provision shall be implemented by Purchaser or Seller, as the case may be, remitting to the other any invoices for Prorated Items that it receives that reflect a service date for which the other Party is responsible and the burden of expenses by Seller or Purchaser, as applicable, assuming responsibility for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses invoices for Prorated Items that reflect a service date for which it is responsible with any overage or shortage in payments by either Party to be adjusted and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned paid as between Seller provided in Sections 10(b) and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(bc);. (b) Rents as All such prorations shall be made on the basis of actual days elapsed in the relevant accounting, billing or revenue period and when collected including base rentsshall be based on the most recent information available to Seller. Utility charges which are not metered and read for the Closing shall be estimated based on prior charges, escalations, additional rent and percentage rent (“Rents”) as further described below;shall be re-prorated upon receipt of statements therefor. (c) WaterTo the extent possible and based on reasonable estimates, sewerthe Parties shall make all prorations at the Closing. All amounts owing from one Party hereto to the other Party hereto that require adjustment after the Closing shall be settled within sixty (60) days after the Closing Date or, gasin the event the information necessary for such adjustment is not available within said sixty (60) day period, electric, vault and fuel charges, if any;then as soon thereafter as practicable. (d) Operating expenses for the Property including sums due or already paid pursuant All prorations to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis be made at Closing shall be effected through adjustment of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the DeedPrice.

Prorations. All income (a) Purchaser and expenses Seller agree that, except as otherwise specifically provided in connection with this Agreement, all of the prepaid items (excluding all Taxes other than Property Taxes) incurred by Seller prior to the Closing Date but on account of periods both prior to and following the Closing Date, that were incurred in the ordinary course of the conduct of the Business and operation of the Property Project consistent with past practice and the provisions of this Agreement, shall be apportioned, prorated and charged as of 11:59 p.m. the Closing Date, without any duplication of payment under the Project Contracts or this Agreement, with Seller liable to the extent such items relate to any time periods (Eastern timeTax year periods for Property Tax) ending on the day or prior to the Closing Date, (the “Cut Off Time”) as if and Purchaser were vested with title liable to the extent such items relate to periods (Tax year periods for Property during Tax) after the entire Closing Date(measured in the same units used to compute the item in question and otherwise measured by calendar days), such provided that, except as otherwise expressly provided notwithstanding anything to the contrary in this Agreementherein, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have not pay any amount under this Section 3.4 that constitutes an Excluded Liability. (b) In connection with the benefit of income and the burden of expenses for the Closing Date and thereafter (providedprorations referred to in Section 3.4(a), however, that in the event that any of actual figures are not available at the Leases Closing Date, the proration shall be based upon the applicable amounts accrued through the Closing Date or subleases, if any, covering all paid for the most recent year or part of other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the Property provide appropriate Party within thirty (30) days after the date that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between previously unavailable actual figures become available. Seller and Purchaser): (a) Property taxes (which for Purchaser shall furnish each other with such documents and other records as may be reasonably requested in order to confirm all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid proration calculations made pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed3.4.

Prorations. All income Purchaser and expenses Seller agree that, except as otherwise specifically provided in connection with this Agreement, all of the ordinary and recurring items normally incurred by Seller (but excluding all Taxes other than Property Taxes) relating to the Business and operation of the Property Project, in each case as related to the Purchased Assets, shall be apportioned, prorated and charged as of 11:59 p.m. the Closing Date, without any duplication of payment under the Project Contracts, with Seller liable to the extent such items relate to any time periods (Eastern timetax year periods for Property Tax) ending on the day or prior to the Closing Date, (the “Cut Off Time”) as if and Purchaser were vested with title liable to the extent such items relate to periods (tax year periods for Property during Tax) after the entire Closing Date, such that, except as (measured in the same units used to compute the item in question and otherwise expressly measured by calendar days); provided that notwithstanding anything to the contrary in this Agreementherein, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have not pay any amount under this Section 3.4 that constitutes an Excluded Liability. In connection with the benefit of income and the burden of expenses for the Closing Date and thereafter (providedprorations referred to in Section 3.4(a) above, however, that in the event that any of actual figures are not available at the Leases Closing Date, the proration shall be based upon the applicable amounts accrued through the Closing Date or subleases, if any, covering all paid for the most recent year or part of other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the Property provide appropriate Party within thirty (30) days after the date that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between previously unavailable actual figures become available. Seller and Purchaser): (a) Property taxes (which for Purchaser shall furnish each other with such documents and other records as may be reasonably requested in order to confirm all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid proration calculations made pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed3.4.

Prorations. All income and expenses (a) To the extent not included in connection with the operation calculations of the Property shall be apportionedClosing Net Working Capital, as of 11:59 p.m. (Eastern time) on the day prior Closing Indebtedness, or Closing Transaction Expenses or otherwise prorated pursuant to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income all (i) water, sewer, electricity, gas and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesother utility charges, if any, covering all applicable to the Business, (ii) payments or part receipts applicable to the Assets, including under the Assumed Contracts, and (iii) ad valorem taxes imposed upon the Assets (collectively, the “Proration Items”) that relate, in whole or in part, to periods prior to the Effective Time, shall be apportioned to the Effective Time, and Representatives of the Property provide Seller Parties and Purchaser will examine all relevant books and records of the Business as of the Effective Time in order to make the determination of the apportionments. The net amount of all Proration Items will be settled and paid on the Closing Date. In the event that the tenants or subtenants thereunder are responsible for direct payment amount of any of the expenses Proration Items is not known by the Seller Parties and Purchaser at the Closing, the proration shall be made based upon the amount of the most recent cost of such Proration Item to the Seller Parties. After Closing, Purchaser, on the one hand, and the tenants or subtenants are current with respect to such direct payment obligationsSeller Parties, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XIon the other hand, shall include personal property taxesprovide to the other party written notice five (5) as more particularly set forth below Business Days after receipt of any third-party invoice relating to any Proration Item so estimated. Within ten (10) Business Days thereafter, Purchaser and in Section 11.3(b);the Seller Parties shall each make any payments to the other that are necessary to compensate for any difference between the proration made at the Closing and the correct proration based on the applicable third-party invoice. (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent In the event that either a Seller Party or Purchaser pays a Proration Item (the “RentsPayor”) as further described below; (cother than if and to the extent included in the Assumed Liabilities) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; the other party (fthe “Payee”) Assessments but only for is obligated in whole or in part under this Section 1.12, the annual installment for Payor shall present to the fiscal year in Payee evidence of payment and a statement setting forth the Payee’s proportionate share of such Proration Item, and the Payee shall promptly pay such share to the Payor. In the event either party (the “Recipient”) receives payments, or the benefits of payments, of a Proration Item to which the Closing occurs; other party (gthe “Beneficiary”) Purchaser is entitled in whole or in part under this Agreement, the Recipient shall receive a credit against the Purchase Price at Closing for the promptly pay such amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the DeedBeneficiary.

Prorations. All income No later than five business days after the final determination of the Working Capital of the Business under Section 2.4, Purchasers shall reimburse Sellers for all personal and expenses real property Taxes relating to the Acquired Assets that are not included in connection with the Assumed Liabilities, were paid by a Seller before the Closing and relate to the ownership of the Acquired Assets or the operation of the Property shall be apportionedBusiness after the Closing (except to the extent that any such Taxes are included as an asset in the Final Working Capital Statement and not included as an asset in the working capital amount as of May 31, 2004 that was used in the calculation of the Target Working Capital). Unless otherwise an Assumed Liability and except for any installments payable by any lessor under a Facility Lease, each Seller, as applicable, shall pay all installments of 11:59 p.m. (Eastern time) special assessments with respect to the Real Property that relate to the operation of the Business on the day prior to or before the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title and Purchasers shall pay all such installments that relate to the Property during operation of the entire Business after the Closing Date, such that, except as otherwise expressly provided . Except to the contrary extent included in this Agreementthe Assumed Liabilities, Seller all water, sewer, utility and other similar charges, and all prepaid rent and other similar credits, affecting the Real Property shall have the benefit of income and the burden of expenses for the day preceding be prorated to the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the with Closing Date and thereafter (providedmeter readings as appropriate). The foregoing prorations shall be paid by Purchasers to Sellers, howeverinsofar as feasible, at the Closing, or to the extent not feasible, within 30 days following the Closing, by Immediately Available Funds. Any errors or omissions in computing prorations at the Closing, or any re-computations required as a result of facts that in become known after the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XIClosing, shall include personal property taxesbe corrected (and paid as specified above) as more particularly set forth below and in Section 11.3(b); (b) Rents soon as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedpracticable thereafter.

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, apportioned as of 11:59 p.m. (Eastern time) 12:01 a.m. on the Closing Date, with Purchaser being deemed to be the owner of its Undivided Interest in the Property during the entire day on which the Closing Date occurs and being entitled to receive its share of all revenue of the Property, and being obligated to pay its share of all expenses of the Property, with respect to such day. All prorations and apportionments hereunder shall be based upon Seller’s Undivided Interest in the Property. (i) Such prorated items shall include the following: (A) all rents and any other income with respect to the Property received by the Closing Date, if any, and for the month in which the Closing occurs. Such proration of rents shall be based on a rent roll updated by Seller not less than one (1) day prior to the Closing Date; (B) taxes and assessments (including personal property taxes) levied against the Property; (C) subject to rights under Leases regarding payments or prorations of utility payments by tenants (which will be governed by the rent proration provision described in Section 12(a)(i)(A) above), (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, utility charges for which Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesis liable, if any, covering all or part such charges to be apportioned at the Closing on the basis of the Property provide that most recent meter reading occurring prior to the tenants or subtenants thereunder are responsible for direct payment of any of Closing (dated not more than fifteen (15) days prior to the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (aClosing) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesor, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsunmetered, on the basis of the fiscal year a current ▇▇▇▇ for which leviedeach such utility; (fD) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser transferor and a seller in comparable commercial transactions transferee of real estate in the area county in which the Property is located. The provisions of . (ii) Notwithstanding anything contained in this Section 11.2 12, the following shall apply: (A) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by Seller at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, Purchaser shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by Seller. In the event that Seller has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, Seller shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or a proration was made at the Closing, the parties shall adjust the differences between them promptly upon demand being made therefor by either Seller or Purchaser. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then Seller shall pay all such additional amounts. If, after the Closing, Seller or Purchaser receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be refunded to any tenant of the Property shall be delivered to or retained by, as the case may be, Purchaser for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, Seller. Purchaser shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (B) Charges referred to in Section 12.2(a)(i)(C) which are payable by any tenant directly to a third party shall not be apportioned hereunder, and Purchaser shall accept title subject to any of such charges unpaid and Purchaser shall look solely to the tenant responsible therefor for the payment of such charges. As to utilities and other operating expenses for which Seller is responsible, Seller may upon notice to Purchaser elect to pay one or more of all of said items accrued to the date fixed for apportionment pursuant to this Agreement directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement; (C) Purchaser shall take all steps necessary to effectuate the transfer of all utilities to the name of Purchaser as of Closing, where necessary, post deposits with the utility companies, and provide Seller with written evidence of the transfer at or prior to Closing. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (D) Unpaid rent from a tenant delinquent at Closing collected by Purchaser or Seller after the date of Closing shall be delivered as follows: (a) if Seller collects any such unpaid delinquent rent, Seller shall, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of the Closing and any period thereafter, and (b) if Purchaser collects any such unpaid delinquent rent, Purchaser shall, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent to which Seller are entitled hereunder relating to the period prior to the date of Closing. The parties agree that (i) all rent received by Seller or Purchaser within the first thirty (30) day period after the date of Closing from a tenant delinquent at Closing shall be applied first to delinquent rent, if any, in the order of their maturity, and then to current rent, and (ii) all rent received by Seller or Purchaser after the first thirty (30) day period after the date of Closing from a tenant delinquent at Closing shall be applied first to current rent and then to delinquent rent, if any, in the inverse order of maturity. Purchaser will endeavor after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents, except in Purchaser’s sole discretion; (E) After Closing, Seller shall be responsible for preparing a reconciliation of common area maintenance (the “CAM”) payments made by tenants under the Leases for calendar year 2011 and prior to Closing, in accordance with the Leases. To the extent CAM payments made by tenants on or after [ ] and prior to Closing (the “Pre-Closing Payments”) exceed common area expenses for the Property paid by Seller during such period, as reasonably determined by Purchaser after the Closing, Seller will pay such excess amounts to Purchaser within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller. To the extent the Pre-Closing Payments are less than the common area expenses for the Property paid by Seller during such period, as reasonably determined by Purchaser after the Closing, Purchaser will pay such amounts to Seller within fifteen (15) days after such determination is made and written notice thereof is provided by Purchaser to Seller. Purchaser shall make such determination as soon as possible after the Closing and in all events on or before the date required under the Leases; (F) The net proration credit to or charge against Seller on account of the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to cash portion of the Purchase Consideration. Any other proration adjustments made following the Closing shall be made in cash; and (G) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as is soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within ten (10) business days after delivery of the Deeda ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, Purchaser shall prepare a final proration statement which shall be conclusively deemed to be accurate and final absent manifest error.

Prorations. All income Notwithstanding anything to the contrary contained in this Agreement, all rent, additional rent, real estate taxes, common area maintenance and expenses in connection with other charges, insurance obligations and utility charges payable under the operation Acquired Leases shall be prorated as of the Property Closing Date for each Acquired Lease. Sellers agree to prorate real estate taxes and assessments based on when such taxes and assessments accrue, notwithstanding when such taxes and assessments become a lien on the premises leased by an Acquired Leases. All percentage rent based on sales payable under an Acquired Lease for the fiscal period in which the Closing Date occurs shall be apportionedthe responsibility of the Sellers, as of 11:59 p.m. (Eastern time) provided, however, if Buyer opens for business from the applicable Store in the fiscal period in which the percentage rent is calculated, then percentage rent based on sales shall be prorated based upon the day ratio that sales made at such Store for which percentage rents are calculated prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title Date bears to the Property during aggregate sales made for the entire relevant fiscal period for which percentage rents are computed. The Sellers shall reasonably cooperate with Buyer in providing documents required under the Acquired Leases in order to comply with percentage rent reporting requirements. The Sellers and Buyer agree to adjust between themselves after the Closing Dateany errors, reconciliations, or omissions in the prorations or adjustment set forth in the closing statements and any other prorations or adjustment made pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, such that, except apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested within ninety (90) days after such time as otherwise expressly provided all necessary information is available to the contrary in this Agreement, Seller shall have the benefit of income make a complete and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount accurate determination of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedapportionments.

Prorations. All income (a) The expenses and expenses in connection with the operation of the Property obligations set forth below shall be apportioned, prorated as of 11:59 p.m. (Eastern time) on the business day prior to immediately preceding the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are being responsible for direct payment of any of the expenses that portion arising prior thereto and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):Buyer being responsible for that portion arising subsequent thereto: (ai) Property taxes (which for all purposes under this Article XIgovernmental license, shall include personal property taxes) as more particularly set forth below permit or franchise fees and in Section 11.3(b); (b) Rents as and when collected including base rentsall other fees, escalationsroyalties, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel rentals or charges, if any; (d) Operating expenses for the Property including sums due not delinquent, paid or already paid pursuant to payable under any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, contracts shall be prorated on the basis of the number of days of the relevant fiscal year for or other time period which leviedhave elapsed through the Closing Date; (fii) Assessments but only for all real property taxes, personal property taxes, ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to the annual installment for Purchased Assets (if any) shall be prorated on the fiscal basis of the number of days of the relevant Tax year in or period which have elapsed through the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenantsDate; and (hiii) Any all charges and rents for utilities (including without limitation, electricity, fuel, water, sanitation and garbage disposal) and other operating expenses services and goods furnished to, or other items pertaining in connection with, the operation of the Business shall be prorated on the basis of the number of days of the relevant time period which have elapsed through the Closing Date; provided that no deposits or prepaid amounts shall be prorated, but shall be included in the Purchased Assets. (b) Seller shall use commercially reasonable efforts to cause all utility ▇▇▇▇▇▇▇▇ of Seller 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 period prior to the Property which Closing Date and the period after the Closing Date. In the event any such utility charges are customarily prorated between a purchaser and a seller not separately billed, they shall be prorated, presuming that such charges were uniformly incurred during the billing period in comparable commercial transactions question. (c) If any item described in the area in which the Property is located. The provisions of this Section 11.2 shall survive 8.11 cannot be prorated, adjusted or determined as of the Closing Date, then it shall be separately prorated, adjusted and determined as soon as possible thereafter with payment of an amount equal to the delivery amount charged against any party being paid by such party to any other party by check within five (5) days after determination of the Deedcharge.

Prorations. All The following items shall be prorated between Seller and Buyer at the Closing by increasing or decreasing, as the case may be, the funds to be delivered by Buyer at the Closing, with all items pertaining to the month of Closing to be prorated based on the actual number of days in the month in which the Closing occurs. Except as otherwise set forth herein, the following items shall be prorated as of 11:59PM on the day preceding the Closing Date, with the Closing Date being an income and expense day for Buyer. 4.4.1 General real estate taxes, not yet due and payable (collectively, the “Taxes”), to the extent not the obligation of Tenants under the Retail Leases, shall be prorated based upon 103% of the most recent assessed value and tax rate with a reproration upon issuance of the actual bills for such applicable period. In no event shall Seller be charged with or be responsible for any increase in the Taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into or for any other reason arising after the Closing. To the extent Seller has engaged a third-party to contest the Taxes assessed against the Property for 2016 or subsequent years, Seller, at Seller's cost, will terminate any such contract prior to the Closing. The terms of this Section 4.4.1 will survive the Closing and not merge into the Deed. 4.4.2 Rents, revenues and other income, if any, payable by the Tenants (“Rents”), will be prorated such that: (i) Seller will be entitled to retain any collected Rents accruing for the period prior to the Closing Date; and (ii) Buyer will receive a credit for all collectible Rents for the month of Closing from and after the Closing Date. For Rents received after the Closing by either Seller or Buyer for the month in which the Closing Date occurs, the receiving party agrees to promptly remit to the other party its share of such Rents as set forth in the preceding sentence. Prepaid Rents received by Seller as of the Closing Date for any period following the Closing Date shall be credited to Buyer at Closing. In the event any delinquent Rents (Rents due prior to the month in which the Closing Date occurs but has not been made as of the Closing Date) are collected by either Seller or Buyer from a Tenant after Closing, the same will: (i) first, apply any such amounts against the amounts then due Buyer relating to the period accruing after the month in which the Closing occurred; and (ii) last, then remit to Seller the balance owed Seller for any period prior to the month in which the Closing occurred. Seller shall have the right for a period of six (6) months following Closing to pursue any delinquent Rents due it from any Tenant for any period prior to Closing, and Buyer shall reasonably cooperate in such endeavor at no third party out-of-pocket costs or expenses to Buyer, provided, however, that Seller shall not seek, and Buyer shall not be required to terminate any Lease (or any Tenant’s right of possession), and Seller shall have no right to evict Tenants or to declare a current default under such Tenants’ respective Leases. 4.4.3 To the extent any retail Tenants are responsible for the payment of any Taxes in connection with the operation of the Property (“Tax Escrows”), all such Tax Escrows held by Seller for the calendar year 2017 Taxes (due and payable in 2018) shall be apportionedcredited to Buyer at Closing. 4.4.4 To the extent Tenants are responsible for the payment of any common area maintenance expenses, insurance and the like payable in connection with the operation of the Property (“Reimbursable Expenses”), for the 2017 Reimbursable Expenses, Seller will be entitled to retain that portion of Tenants’ payments received by Seller with respect to the Reimbursable Expenses which equate to those amounts then expended by Seller for such 2017 Reimbursable Expenses. The remaining amount of such payments received by Seller from Tenants shall be credited to Buyer at Closing. 4.4.5 The full amount of the Security Deposits set forth in the Leases will be credited to Buyer (subject to application of the same to cure a default as permitted in any such Lease [Seller to provide Buyer with written notice of such default and application] and if such cure takes place after the expiration or Buyer’s earlier waiver of the Inspection Period and confirmation that Escrow Holder has received the Second Deposit, then as is approved by Buyer, in its sole and absolute discretion, in writing). If the Security Deposit is in the form of a letter of credit or other financial instrument, Seller will assign the same to Buyer and deliver the original letter of credit or other financial instrument to Buyer at Closing. 4.4.6 All charges under the Contracts which Buyer elects to assume pursuant to this Agreement shall be prorated, and as to each service provider, operating expenses payable or paid to such service provider in respect to the billing period of such service provider in which the Closing occurs (the "Current Billing Period"), shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the date of the Closing (which shall be allocated to Seller) and the number of days in the Current Billing Period after the Closing Date (which shall be allocated to Buyer), and assuming that all charges are incurred uniformly during the Current Billing Period. If actual bills for the Current Billing Period are unavailable as of 11:59 p.m. the date of the Closing, then such proration shall be made on an estimated basis based upon the most recently issued bills. 4.4.7 Seller hereby agrees to pay in full as of the Closing Date the following amounts with respect to the Leases as of the Effective Date: (Eastern timei) any rent abatement or other rental concession granted to any Tenant under a Lease for any period which will extend beyond the Closing Date, including, but not limited to, the amount of any rebates, rental concessions, gift cards, non-monetary concessions [i.e., televisions bicycles, iPads, etc.], free rent periods, credits or setoffs given to any Tenant under a Lease; (ii) all leasing commissions and brokerage fees owing in connection with the current terms of the Leases; (iii) any tenant improvement allowances due and payable under the Leases; and (iv) the cost of completing any tenant improvements (if any) if completion is to occur after Closing. 4.4.8 Seller and Buyer agree that: (i) none of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall be responsible for arranging for its own insurance as of the Closing Date; and (ii) utilities, including telephone, electricity, water and gas, shall be read on the day Closing Date and Buyer shall be responsible for all the necessary actions needed to arrange for utilities to be transferred to the name of Buyer on the Closing Date, including the posting of any required deposits (it being understood, however, that Seller shall be entitled to a credit at the Closing for any utility deposits which it or its predecessors have made prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during extent the entire same are transferred to Buyer, and Seller shall be entitled to recover and retain from the providers of such utilities any refunds or overpayments to the extent applicable to the period prior to the Closing Date, and any utility deposits for which it does not receive a credit hereunder). Accordingly, there will be no prorations for insurance or utilities (except to the extent provided above for utility deposits). In the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in Section 4.4.6. Buyer acknowledges and agrees that, except as otherwise expressly provided to at any time following the contrary in this AgreementClosing, Seller shall have the benefit of income may terminate any and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, all utility accounts that remain in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller's name. 4.4.9 Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against at the Purchase Price at Closing for the amount of the termination fee all leasing costs, including tenant improvement costs and allowances and leasing commissions (but excluding attorneys' fees), actually paid by the tenants listed on Exhibit U (including the amount of such termination payments) Seller prior to Closing in connection with a Lease modification Event (defined below) entered into after the Effective Date and which is approved or termination agreements executed deemed approved by such tenants; andBuyer pursuant to the terms of this Agreement. (h) Any other operating expenses or 4.4.10 Seller and Buyer shall prorate any other items of income and expenses necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Section 4.4. Except for the Taxes which are specifically addressed above, all provisions for pro-rations under this Section 4.4 shall survive for the Survival Period and Buyer and Seller shall work diligently and in good faith to resolve any disagreements pertaining to the Property which are customarily prorated between a purchaser true-up. Buyer and a seller Seller shall each indemnify, protect, defend and hold the other party harmless from and against any and all Losses in comparable commercial transactions in any way arising to the area in extent of and for amounts as to which the Property is located. The provisions of indemnifying party receives a credit, or for which the indemnifying party otherwise assumes responsibility, pursuant to this Section 11.2 shall survive the Closing and the delivery of the DeedAgreement.

Prorations. All income and expenses in connection with the operation The following shall be prorated as of the Closing Date and be adjusted against the Purchase Price due at Closing: (a) Rents and any other amounts actually collected from tenants and other persons using or occupying the Property as of the Closing Date; (b) personal property taxes, installment payments of special assessment liens, sewer charges, utility charges (utility charges shall be apportionedprorated based on the last reading of meters prior to Closing performed at Seller’s request, if possible) and normally prorated operating expenses actually billed or paid as of 11:59 p.m. the Closing Date; (Eastern timec) on amounts owed by Seller or paid under the day Designated Service Contracts as of the Closing Date, including, without limitation, any amounts paid by any service provider under the Designated Service Contracts prior to Closing; provided, however, that Purchaser hereby assumes all payments coming due under the Designated Service Contracts from and after the Closing Date (provided that Purchaser shall receive a credit for the portion of any such payment that relates to the period prior to the Closing Date), including, but not limited to, the stub period until the term of the Designated Service Contracts expire; and (d) leasing commissions, finder’s fees and locator fees shall be paid in full by Seller for each lease executed by Seller prior to the Closing Date; provided, however, that Purchaser hereby assumes all such fees and commissions for each lease executed from and after the Closing Date. Within ninety (90) days after the Closing (the “Reproration Period”), Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, but not billed or paid at that date; such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 obligations shall survive the Closing and the delivery of the DeedClosing.

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern timea) on the day prior to On the Closing Date, (or as promptly as practicable following the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such thatbut in no event later than ninety (90) calendar days thereafter, except as otherwise expressly provided the water, gas, electricity and other utilities, local business or other license fees to the contrary in this Agreementextent assigned and other similar periodic charges payable with respect to the Purchased Assets shall be prorated between the Seller, Seller shall have on the benefit of income one hand, and the burden Purchaser, on the other hand, effective as of expenses the Effective Time with the Seller being responsible for amounts related to the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for to but excluding the Closing Date and thereafter (the Purchaser 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 1.6 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 using the number of days in the event that respective Party’s period. If the Purchaser fails to pay any of utility bill and payment is demanded from the Leases or subleasesSeller, if anyand the Seller pays the utility bill, covering all or part of then the Property provide that Purchaser shall promptly reimburse the tenants or subtenants thereunder are responsible Seller for direct payment of any such utility bill. If the Purchaser fails to effect the transfer to it of utility services within one hundred and twenty (120) days following Closing, the expenses and Seller shall then have the tenants or subtenants are current with respect option, in the Seller’s discretion, to inform the utility provider to discontinue the utility service, without any liability to the Seller for such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b);discontinuance. (b) Rents as All income, proceeds and when collected including base rentsreceipts attributable to the operation, escalationsuse, additional rent ownership, or otherwise of the Purchased Assets prior to the Effective Time shall be the property of the Seller and percentage rent (“Rents”) as further described below;to the extent received by the Purchaser or its Affiliates, the Purchaser shall promptly and fully disclose, account for and transmit the same to the Seller. All income, proceeds and receipts attributable to the operation, use, ownership, or otherwise of the Purchased Assets on and after the Effective Time shall be the property of the Purchaser and to the extent received by the Seller or its Affiliates, the Seller shall promptly and fully disclose, account for and transmit the same to the Purchaser. (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 1.6 shall survive the Closing and the delivery of the DeedClosing.

Prorations. All income (a) Except as set forth herein, the Seller shall pay for all tenant improvement costs, leasing commissions and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day Tenant Inducements for leases executed prior to the Closing DateClosing. Rents, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasespercentage rents, if any, covering and any additional charges and expenses payable under tenant Leases or licenses, including without limitation telecommunications licenses, all as and when actually collected (whether such collection occurs prior to, on or part of after the Property provide that Closing Date); rents payable by the tenants or subtenants thereunder are responsible for direct payment of any of Seller on the expenses Ground Leases, interest payable under the Loans, real property taxes and the tenants or subtenants are current with respect to such direct payment obligationsassessments; water, such expenses shall not be apportioned as between Seller sewer and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include utility charges; personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; ; amounts payable under any service contracts; annual permits and/or inspection fees (d) Operating calculated on the basis of the period covered); any other expenses of the operation and maintenance of the Properties; and the above market portions of tenant improvement costs and leasing commissions related to the Properties in the event the parties, in their sole discretion, agree in writing, after written prior notice thereof from the Seller to the Buyer, that any such tenant improvements or leasing commissions are for amounts that are above market rates, shall all be prorated as of 12:01 a.m. on the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsdate the Deed is recorded, on the basis of a 365-day year. Any sums collected by the fiscal year for Buyer from tenants after the Closing shall be promptly paid to the Seller to the extent of any rents and other sums which levied; (f) Assessments were delinquent at Closing, after first applying all such amounts collected to current obligations. The Buyer shall use reasonable efforts to collect such delinquent rents but only shall not be obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. The Seller retains the rights to collect any such delinquent rents from tenants after Closing provided that the Seller shall use personnel independent of any personnel who may be performing management services for the annual installment for Buyer to do so and provided that the fiscal year Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other proceeding which would have the Closing occurs; effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. The amount of any security deposits (gbut not letters of credit in lieu thereof, which shall be transferred by the Seller in accordance with the provisions of Section 7.5(b) Purchaser below) under tenant Leases shall receive a credit be credited against the Purchase Price and the Buyer shall assume all liabilities thereunder. The Seller shall receive credits at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses any utility or other items pertaining deposits with respect to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area Properties, in which case all such deposits for which the Property is locatedSeller receives credit shall remain in place for the benefit of the Buyer and the Seller shall execute and deliver such documents as shall be necessary to assign such deposits to the Buyer. The provisions Buyer shall use reasonable efforts to cause all utilities and letters of this Section 11.2 shall survive credit to be transferred into the Closing Buyer's name and the delivery of the Deed.account at the

Prorations. All income The Seller and the Buyer agree that all periodic expenses of operating the Branch prior to, on or after the Closing Date which are paid either by Seller before, or by Purchaser after, the Closing Date but which payments cover a period of time both before and after the Closing Date, including but not limited to, state and local personal property taxes, expenses for utilities, telephone, rent, and payments in respect of the contracts, commitments and agreements referred to in section 2.2 hereof, but excluding wages, salaries, accrued vacations and other employee expenses, shall, to the extent possible, be determined and prorated as of the Closing Date in connection with the operation Initial Determination, or the Independent Accounting, if necessary. To the extent that such expenses are not capable of being prorated as of the Property shall Closing Date, such expenses shall, to the extent possible, be apportioned, as of 11:59 p.m. prorated by the Buyer and the Seller within thirty (Eastern time30) days after the Closing Date and: (i) all such expenses paid by the Seller on the day or prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title Date and attributable to the Property during operation of the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding Branch after the Closing Date (includingincluding any payments by the Seller in respect of any of the contracts, without limitationcommitments and agreements referred to in section 2.2 hereof) shall be paid within ten (10) days after notice from the Seller to the Buyer of the amount thereof not prorated as of the Closing Date in connection with the Initial Determination, any deferred rent received after Closing which relates to a period prior Closingor the Independent Accounting, if necessary and (ii) and the Purchaser shall have the benefit of income and the burden of all such expenses for unpaid at the Closing Date and thereafter (provided, however, that in attributable to the event that any operation of the Leases Branch on or subleases, if any, covering all or part of prior to the Property provide that Closing Date (including any payments by the tenants or subtenants thereunder are responsible for direct payment Buyer in respect of any of the expenses contracts, commitments and agreements referred to in section 2.2 hereof) shall be paid within ten (10) days after notice from the tenants Buyer to the Seller of the amount thereof not prorated as of the Closing Date in connection with the Initial Determination, or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesthe Independent Accounting, if any; necessary. The Buyer shall, after the Closing, hold the Seller harmless from any liability on account of and shall pay to the Seller, within ten (d10) Operating expenses for days after notice from the Property including sums due or already paid pursuant Seller to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis Buyer of the fiscal year for which levied; (f) Assessments but only for amount thereof, any payments by the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount Seller on account of the termination fee any amounts to be paid by the tenants listed Buyer pursuant to clause (i) of the immediately preceding sentence, and the Seller shall, after the Closing, hold the Buyer harmless from any liability on Exhibit U account of and shall pay to the Buyer, within ten (including 10) days after notice from the Buyer to the Seller of the amount thereof, any payment by the Buyer on account of any amounts to be paid by the Seller pursuant to clause (ii) of the immediately preceding sentence. The party making any such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining request for reimbursement pursuant to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 section 8.3.3 shall survive be assumed to have made such payment to the Closing and the delivery ultimate recipient of the Deedeach such prorated payment.

Prorations. All income and expenses in connection with the operation of the Property The following shall be apportioned, prorated between Buyer and Seller as of 11:59 p.m. (Eastern time) 12:01 A.M. on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit Date of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsOccupancy, on the basis of the fiscal year for which levied; (f) Assessments but only for actual number of days during the annual installment for the fiscal year month in which the Closing Date of Occupancy occurs; (g) Purchaser : utility charges, and rents. Delinquent rent shall not be prorated by Escrow Agent unless collected prior to Closing. In addition to the foregoing apportionments, Seller shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U all other income accrued (including the amount of such termination payments) without limitation delinquent rent collected after Closing), and shall pay all other expenses accrued or incurred in connection with Lease modification the ownership or termination agreements executed by such tenants; and (h) Any operation of the Property before the Date of Occupancy, and Buyer shall receive all other operating income accruing, and shall pay all other expenses accrued or other items pertaining incurred in connection with the ownership or operation of the Property on or after the Date of Occupancy. Notwithstanding anything to the Property which contrary in this paragraph, there shall be no proration of any amount received by Seller before the Date of Occupancy in connection with service contracts. With respect to the proration of real property taxes and special assessments (“Taxes”), the parties acknowledge and agree that (a) if the Closing occurs prior to the date that 2006 taxes are customarily paid, then the proration of Taxes shall be based on the 2006 tax b▇▇▇ and shall be prorated between a purchaser as of the Closing Date taking into account the maximum allowable discount for early payment and a seller in comparable commercial transactions in all amounts paid under paragraph 6(b) of the area in which Occupancy Agreement, and (b) if the Property is locatedClosing occurs following the date that 2006 taxes are paid, then there shall be no proration of Taxes. Buyer and Seller shall use their best efforts to complete all income and expense reconciliation to be performed outside of Escrow as soon as possible after Closing; provided, however that the parties agree that they shall reprorate Taxes and all items of income and expense within thirty (30) days following written demand by the other party. The provisions of this Section 11.2 10 shall survive the Closing and the delivery of the DeedClosing.

Prorations. All income Closing prorations shall be calculated and expenses in connection with the operation of the implemented by Buyer and Seller as follows: 7.1.1 Subject to Paragraphs 8.1.2 through 8.1.3, all expenses, expense recoveries, utility charges, real property taxes, assessments, maintenance charges, and other costs for each Property shall be apportioned, prorated as of 11:59 p.m. (Eastern time) on midnight of the day prior to the Closing DateDate (based on the periods to which they relate and are applicable, and regardless of when payable). Revenues generated by Seller at the Data Center from Seller’s customers at all times up until the day prior to the Closing Date belong solely to Seller and shall not be prorated. 7.1.2 If Seller has engaged consultants for the purpose of protesting the amount of taxes or the assessed valuation for certain tax periods for the Property (“Protest Proceedings”) any cash refunds or proceeds actually distributed, after deduction of costs and expenses incurred for such Protest Proceedings and any sums owing to third parties as a result of such Protest Proceeding, (the collectively, “Cut Off TimeCash Refunds”) as if Purchaser were vested with title shall be: (i) the property of Seller to the Property during extent such Cash Refunds were for taxes paid by Seller applicable to a period prior to the entire Closing Date, such thatand (ii) the property of Buyer for taxes for a period after the Closing Date. To the extent either party obtains a Cash Refund, except as otherwise expressly provided a portion of which is owed to the other party, the receiving party shall deliver the Cash Refund to the other party within five (5) business days of its receipt. 7.1.3 If any errors or omissions are made regarding adjustments and prorations, the parties shall make appropriate corrections promptly upon the discovery thereof. If any estimations are made at the Closing regarding adjustments or prorations, the parties shall make the appropriate corrections promptly when accurate and complete information becomes available. Any corrected adjustment or proration shall be paid in cash to the appropriate party within five (5) business days of the correction or adjustment. Notwithstanding anything to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitationParagraph, any deferred rent received after Closing which relates right to a period prior correction or adjustment shall terminate one (1) year after Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current ; except with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant regard to any Service Agreements; (e) Amounts paid pursuant Cash Refunds received with regard to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedany Protest Proceedings.

Prorations. All income and expenses in connection with (a) To the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that extent not included in the event that any of the Leases or subleasesAssumed Liabilities, all Proration Items and all other items, if any, covering that shall be paid by Purchaser or otherwise affect the Business or the Acquired Assets and that relate, in whole or in part, to periods prior to the Effective Time, shall be apportioned to the Effective Time, and representatives of Seller and Purchaser will examine all or part relevant Books and Records as of the Effective Time in order to make the determination of the apportionments, which determinations shall be calculated in accordance with the past practices of the Business to the extent applicable, provided that for the purposes of determining whether a particular Tax shall be prorated or allocated to a Pre-Closing Tax Period, Real Property provide Taxes and Personal Property Taxes shall be prorated or allocated on a per diem basis, and all other Taxes shall be prorated or allocated on the basis of an interim closing of the books of the Business at the Effective Time. The net amount of all Proration Items known by the Parties at Closing will be settled and paid on the Closing Date. In the event that the tenants or subtenants thereunder are responsible for direct payment amount of any of the expenses Proration Items is not known by Seller and Purchaser at the Closing, the proration shall be made based upon the amount of the most recent cost of such Proration Item to Seller. After Closing, Purchaser and Seller each shall provide to the other, written notice five (5) Business Days after receipt, of each Third Party invoice relating to any Proration Item so estimated. Within ten (10) business days thereafter, Purchaser and Seller each shall make any payments to the other that are necessary to compensate for any difference between the proration made at the Closing and the tenants correct proration based on the Third Party invoice. The Parties shall reasonably cooperate to avoid, to the extent legally possible, the payment of duplicate Personal Property Taxes, and each Party shall furnish, at the request of the other, proof of payment of any Personal Property Taxes or subtenants are current with respect other documentation that is a prerequisite to such direct avoiding payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b);of a duplicate Tax. (b) Rents as In the event that either Party (the "Payor") pays a Proration Item (other than if and when collected including base rentsto the extent included in the Assumed Liabilities) for which the other Party (the "Payee") is obligated in whole or in part under this Section 8.3 the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Proration Item, escalationsand the Payee shall promptly pay such share to the Payor. In the event either Party (the "Recipient") receives payments, additional rent and percentage rent or the benefits of payments, of a Proration Item to which the other Party (“Rents”the "Beneficiary") as further described below;is entitled in whole or in part under this Agreement, the Recipient shall promptly pay such amount to the Beneficiary. (c) WaterIn the event there exists as of the Closing Date any pending appeals of ad valorem Tax assessments with regard to any Acquired Assets, sewer, gas, electric, vault the continued prosecution and/or settlement of such appeals shall be subject to the direction and fuel charges, if any; (d) Operating expenses control of Purchaser with respect to assessments for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in within which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed.

Prorations. All Except as may be otherwise expressly provided herein, all revenues, income and expenses in connection with the operation (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be apportionedfor the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in New Orleans County, Louisiana, as of 11:59 p.m. reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (Eastern timeprepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the day prior to the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the “Cut Off Time”) Closing or if longer, as if Purchaser were vested with title soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses sale contemplated herein for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal tax year in which the Closing occurs; (g) Purchaser , a re-adjustment shall receive a credit against occur, and the Purchase Price at Closing figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the termination fee paid invoice. Such invoice shall be accompanied by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locatedreasonable substantiating evidence. The provisions of this Section 11.2 5.3 shall survive the Closing and the delivery of the Deed.

Prorations. All income Notwithstanding anything to the contrary contained in this Option Agreement, Owner shall pay in full on or before Closing, all personal property taxes, general real estate taxes and expenses in connection with installments of special assessments related to the operation of Section 33 Property and the Section 27 Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day that become delinquent prior to the year of Closing. All personal property taxes, general real estate taxes, and special assessments (including any installments of special assessments) in respect of the Section 33 Property that become delinquent in the year of Closing Date, (shall be treated as current and shall be prorated as of the “Cut Off Time”) as if Purchaser were vested with title to date of the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (; provided, however, if B▇▇▇▇▇▇ has elected to reserve the Life Estate, then B▇▇▇▇▇▇ shall be responsible for the full amount of personal property taxes, general real estate taxes and special assessments (including any installments of special assessments) levied or assessed against the Life Estate Surface Area, including the Residence and the improvements located thereon that become delinquent in the event that any year of the Leases or subleases, if any, covering all or part Closing and that thereafter become delinquent at any time during the term of the Property provide that the tenants or subtenants thereunder are responsible for direct payment Life Estate. All personal property taxes, general real estate taxes, and special assessments (including any installments of any special assessments) in respect of the expenses Section 27 Property that become delinquent in the year of Closing shall be paid by Owner and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller prorated. Owner shall be responsible for and Purchaser): (a) Property taxes (which for shall timely pay all purposes under this Article XI, shall include personal property taxes, general real estate taxes, and special assessments (including any installments or special assessments) as more particularly set forth below and that are levied or assessed in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis respect of the fiscal Section 27 Property in or after the year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee Closing; provided that Optionee shall be responsible for and shall timely pay all real estate taxes that are levied or assessed in respect of the Section 27 Mineral Interests in or after the year of the Closing. Notwithstanding anything to the contrary contained in this Section 14(vi), nothing in this Section 13(vi) shall be construed to supersede any provision in this Option Agreement or the Deed relating to Beverly’s payment of taxes, assessments or other obligations in respect of the Life Estate, should she elect to reserve the same. All utility charges for periods prior to Closing shall be paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining Owner unless related to the Property which are customarily prorated between a purchaser and a seller activities of Optionee in comparable commercial transactions in the area in which the Property is located. The provisions respect of this Section 11.2 Option Agreement, all of which shall survive the Closing and the delivery of the Deedbe paid by Optionee.

Prorations. All income and expenses in connection with the operation of the Property The following shall be apportioned, prorated as of 11:59 p.m. (Eastern time) time on the day immediately preceding the Closing Date and be adjusted against the Purchase Price due at Closing: (i) rents and any other amounts accrued under the GSA-IRS Lease and allocable to the Property under the GSA-IRS Rent Allocation Agreement; (ii) personal property Taxes, installment payments of special assessment liens, sewer charges, water and other utility charges (utility charges shall be prorated based on the last reading of meters prior to Closing, which reading shall be requested by Seller no more than thirty (30) days prior to the Closing Date, (if possible) and Property Expenses accrued as of the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except subject to Section 4.2(b) hereof; and (iii) amounts owed by the Property Owner Subsidiary under any Contracts as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (includingother than management fees under the existing property management agreement). All other items ordinarily and customarily prorated between buyers and seller in transactions similar to the Transactions shall be prorated in accordance with the manner in which such items are customarily apportioned in the City of Philadelphia in such transactions. Notwithstanding anything to the contrary contained herein, without limitationall apportionments and prorations made hereunder shall be based on the number of days of ownership of the Property in the period applicable to the apportionment, with Purchaser entitled to rents and other income (and responsible for expenses accruing) from and after the Closing Date. Prorations of annual payments will be made based on the number of days of ownership in the applicable annual period. If any deferred rent received of the foregoing items to be adjusted and/or distributed are not available at Closing, then the adjustment shall be made subsequent to Closing when the charge is determined. Any monies collected by Purchaser or Seller after Closing which relates are the property of the other party pursuant to a period prior this Section (but taking account of any credits given to either Party at Closing) shall be held in trust by the Party receiving same and be paid over to the other Party within two (2) Business Days. Such monies shall be paid over and applied in the following priority: (A) first, on account of rents due to Seller and Purchaser shall have (and pro-rated between them as of the benefit date of income and the burden of expenses Closing Date) for the month in which Closing Date and thereafter occurs; (B) then, on account of rents due to Seller for any month prior to the month of Closing less the reasonable costs of collection; provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses Purchaser shall not be apportioned as between Seller obligated to take any steps to recover any rent arrearages (other than billing tenants in the ordinary course); and Purchaser): (aC) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsthen, on the basis account of the fiscal year rents due to Purchaser for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed periods on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locatedafter Closing. The provisions of this Section 11.2 shall survive the Closing and the delivery of the DeedClosing.

Prorations. All income Except as otherwise provided in this Agreement with respect to items allocable exclusively to Seller or Purchaser, to the extent that any of the items listed below in this Section 3.4 are paid by Seller prior to the Closing or are payable by Purchaser or the Seller after the Closing Date, such items shall be apportioned as of the Closing Date such that Seller shall be liable for (and shall reimburse Purchaser, including without limitation by offset to the General Balance held in escrow to the extent that Purchaser shall pay) that portion of such of the foregoing relating or attributable to periods prior to the Closing Date and Purchaser shall be liable for (and shall reimburse Seller to the extent Seller shall have paid) that portion of the foregoing relating or attributable to, periods on or after the Closing Date. Should any amounts to be prorated not have been finally determined on the Closing Date, a mutually satisfactory estimate of such amounts made on the basis of Seller's records shall be used as a basis for settlement at Closing, and the amount finally determined will be prorated as of the Closing Date and appropriate settlement made as soon as practicable after such final determination, with final settlement to be made no later than The Settlement Date. If as a result of any such settlement in accordance with the preceding sentence Purchaser is owed an amount from Seller, Purchaser shall have the right in its sole discretion to be reimbursed for such amount out of the Escrow Amount. Such prorated items shall include: (a) personal property, real estate, retail sales, occupancy and water Taxes, if any, on or with respect to the Business, the Acquired Assets and/or the Assumed Obligations notwithstanding the date of the assessment of such Taxes; (b) insurance premiums of any policies acquired by Purchaser at Closing; and (c) any and all other expenses customarily subject to proration in connection with the operation sale and purchase of assets and not otherwise provided for herein. Seller and Purchaser agree to furnish each other with such documents and other records as each party reasonably requests in order to confirm all adjustment and proration calculations made pursuant to this Section 3.4. The proration and adjustment process provided in this Section 3.4 shall also include an adjustment of cash received by Purchaser or Seller (as the Property shall be apportioned, as of 11:59 p.m. (Eastern timecase may be) on to which the day prior other is entitled pursuant to the Closing Dateprovisions of Sections 2.1 and 2.3 above, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses but shall not be apportioned as between Seller include an adjustment for security and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee other deposits heretofore paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining Seller to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedthird parties.

Prorations. All income (a) The expenses and expenses in connection with the operation of the Property obligations set forth below shall be apportioned, prorated as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (includingthe "Cutoff"), without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are with Seller being responsible for direct payment of any of that portion arising before the expenses Cutoff and Purchaser being responsible for that portion arising after the tenants or subtenants are current Cutoff: (i) all personal property Taxes, ad valorem obligations, and similar Taxes imposed on a periodic basis, in each case levied with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XIthe Assets, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, be prorated on the basis of the fiscal number of days of the relevant tax year for or period which levied; (f) Assessments but only for the annual installment for the fiscal year in which have elapsed through the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenantsDate; and (hii) Any all charges for utilities (including without limitation, electricity fuel, water, sanitation, and garbage disposal) and other operating expenses services and goods furnished to, or other items pertaining in connection with, the operation of the Business shall be prorated on the basis of the number of days of the relevant time period which have elapsed through the Closing Date. (b) Seller shall use its reasonable best efforts to cause all utility ▇▇▇▇▇▇▇▇ of the Business 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 period prior to the Property which are customarily prorated between a purchaser Closing Date and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive period after the Closing Date. In the event that any such utility charges are not separately billed, they shall be prorated, presuming that such charges were uniformly incurred during the billing period in question. Purchaser shall have sole responsibility for establishing Purchaser's own accounts with such utilities and causing such utility services to continue beyond the delivery Closing Date. (c) If any item described in this SECTION 3.8 cannot be prorated, adjusted, or determined as of the DeedClosing Date, then it shall be separately prorated, adjusted, and determined as soon as possible thereafter and any payment due shall be paid by check within five (5) days after determination of the charge.

Prorations. All 2.6.1 On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) days thereafter, to the extent not included in the calculation of Net Working Capital, the water, gas, electricity and other utility expenses incurred in operating the Business and other similar periodic charges incurred in operating the Business in the ordinary course shall be prorated for 1997 between Buyer and Seller effective as of the Closing Date. To the extent practicable, and to the extent not included in the calculation of Net Working Capital, utility meter readings for the Fee Property shall be determined as of the Closing Date. 2.6.2 Notwithstanding anything herein to the contrary but subject to Section 2.6.3, any taxes not measured or measurable, in whole or in part, by net or gross income or receipts (including, but not limited to, real or personal property or ad valorem taxes) imposed on the Purchased Assets that relate to a tax period beginning before the Closing Date and ending after the Closing Date (an "Overlap Period") shall be apportioned as of the Closing Date such that Seller shall be liable for (and shall reimburse Buyer to the extent that Buyer shall have paid) that portion of such taxes relating to, or arising in respect to, periods on or prior to the Closing Date and Buyer shall be liable for (and shall reimburse Seller to the extent Seller shall have paid) that portion of such taxes relating to, or arising in respect to, periods after the Closing Date. Should any amounts to be prorated not have been finally determined on the Closing Date, a mutually satisfactory estimate of such amounts made on the basis of the Seller's records shall be used as a basis for settlement at Closing, and the amount finally determined will be prorated as of the Closing Date and appropriate settlement made as soon as practicable after such final determination; provided, however, that proration for ad valorem taxes for 1997 will be made after Buyer is invoiced by the taxing authorities and Seller will pay to Buyer Seller's prorated share of such tax payment ten days prior to the date such tax payment is due. 2.6.3 Seller and Parent shall pay and be responsible for 50% and Buyer shall pay and be responsible for 50% of (i) all motor vehicle taxes on the transfer of titled motor vehicles included in the Purchased Assets, and (ii) all other sales, transfer or similar state or local taxes and all recording Fees imposed as a result of the sale of the Purchased Assets. Seller and Parent shall pay and remain responsible for all income taxes, sales or use tax, franchise taxes, payroll taxes and any other taxes which may be due in respect of operation of the Business before the Closing Date. 2.6.4 Seller and Parent shall pay and be responsible for all salaries, wages, federal withholding and social security taxes, employee benefit plans, workers' compensation, and unemployment compensation taxes and other costs and expenses relating to employees employed in connection with the operation Business or Purchased Assets in respect of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) periods on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for or before the Closing Date and thereafter with respect to such employees which are not Transferred Employees. Buyer shall pay and be responsible for all such costs and expenses associated with any Transferred Employees that are incurred in respect of periods after the Closing Date. If Buyer, on the one hand, or Seller or Parent, on the other hand, receives an invoice for any tax or other expense which is allocable to the other party in part or in full hereunder, the recipient shall forward a copy of the invoice promptly to the other party. 2.6.5 Seller and Parent shall be entitled to all revenues attributable to the Purchased Assets before the Closing Date, to the extent that such revenues are not Purchased Assets or proceeds thereof. Buyer shall be entitled to all revenues which are (i) Purchased Assets or proceeds thereof, or (ii) attributable to the Purchased Assets after the Closing Date. If Buyer, on the one hand, or Seller or Parent, on the other hand, receives a payment from a third party due in whole or in part to the other party, it shall pay over such portion to the other party as soon as practicable, but in any event within 10 days after receipt thereof. 2.6.6 Seller and Parent shall pay and be responsible for 50% and Buyer shall pay and be responsible for 50% of the cost of an Owner Policy of Title Insurance in the amount of $14,000,000 issued by Partners Title Company ("Title Company") as agent for Commonwealth Land Title Insurance Company (with such reinsurance as Buyer may require), insuring that Buyer is the owner of the Fee Property and improvements thereon subject only to Permitted Exceptions and the standard printed exceptions included in a Texas standard form owner policy of title insurance; provided, however, that (i) the standard exception for discrepancies, conflicts or shortages in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible area shall be deleted except for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and "shortages in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed.area,"

Prorations. All income and expenses in connection with the operation of the Property The following shall be apportioned, apportioned between Seller and Purchaser at the Closing as of 11:59 p.m. of the day preceding the Closing Date: (Eastern timea) Rents and other income (including real estate tax, insurance and common area maintenance reimbursements) derived from the operation the Property that have been collected for the calendar month in which the Closing occurs (if any) shall be prorated as of the Closing Date. Any amounts received from Tenants after the Closing shall be applied on a Tenant by Tenant basis as follows: The rents shall be prorated as if the current month were paid. No "Delinquent Rents" (i.e., rents or other charges that are due for the periods prior to the month of the Closing) shall be prorated in favor of Seller. All rents and other charges received by (or for the benefit of) Purchaser from any Tenants after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Purchaser, and any excess shall be delivered to Seller, but only to the extent of amounts in default and owed to, and for the benefit of, Seller for the period prior to the Closing Date. In no event, however, shall any sums be paid to Seller to the extent Seller has been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder. Seller shall have the right to collect delinquent rents directly from Tenants after the Closing, and in connection therewith, Purchaser agrees to reasonably cooperate with Seller, at no expense to Purchaser and short of litigation, but in no event shall Seller disturb a Tenant's occupancy or commence litigation against any Tenant after the Closing. Seller agrees that it will not unreasonably interfere with Purchaser's relationship with its Tenants generally in collecting delinquent rents hereunder. Purchaser will furnish to Seller upon the expiration of three (3) months following the Closing and each three (3) month period thereafter until the first anniversary of the Closing Date, an accounting setting forth in reasonable detail the amounts owed and the amounts collected from delinquent Tenants which are payable to Seller under the provisions of this Paragraph 4.5(a). Upon receipt of delinquent rents from Tenants that are owed to Seller hereunder, Purchaser shall promptly pay such amounts to Seller. Upon receipt of any amount directly from Tenants after the Closing due to Purchaser, Seller shall promptly pay over such amount to Purchaser. (b) Real estate taxes, water charges and sewer rents, on the day basis of the fiscal or tax years, respectively, for which same have been assessed, regardless of whether or not then due and payable or a lien. Seller shall pay at or prior to the Closing (or Purchaser shall receive a credit for) any unpaid taxes attributable to periods prior to the Closing Date, (whether or not then due and payable or a lien as aforesaid), and Seller shall receive a credit for any previously paid taxes attributable to periods from and after the “Cut Off Time”) as if Purchaser were vested Closing Date. Notwithstanding the foregoing, Section 4.6 shall govern with title respect to all general, special and/or betterment assessments on the Property during at the entire Closing Date. Any assessments after the Closing Date, such thatincluding any assessments for prior years due to a change in land, except as otherwise expressly provided to the contrary in this Agreementusage or ownership, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (includingbe paid solely by Purchaser, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below;adjustment. (c) Water, sewer, gas, electric, vault and fuel chargesPersonal property taxes, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied;assessed. (d) Fees for inspections, permits or licenses which are transferred to Purchaser at the Closing. (e) In the event that final meter readings are not available, utilities (including telephone, steam, electricity and gas) shall be adjusted on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available. Seller shall use good faith efforts to arrange for final meter readings for all utilities serving the Property on the day prior to the Closing. If final meter readings are available, Seller shall pay all charges based upon the metered usage prior to the Closing. (f) Assessments but only for All ordinary operating expenses of the annual installment for Property including, without limitation, maintenance, service charges (including ad valorem tax appeal contracts), expenses and charges under those Service Contracts being assumed by Purchaser, and all other normal operating charges with respect to the fiscal year in which the Closing occurs;Property. (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid Permitted administrative charges, if any, on those security deposits transferred by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; andSeller pursuant to Section 4.2(f). (h) Any other operating expenses or Interest accruing under the Notes. (i) Such other items pertaining as are customarily apportioned between sellers and purchasers of real property of a type similar to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions located in the area in which city or town and state where the Property is located. The provisions Notwithstanding anything to the contrary contained herein, all brokerage and leasing commissions or other compensation due or accrued to any broker, agent or other person in connection with the Property for brokerage or other services rendered to Seller or any predecessor of Seller in connection with or on account of the Tenant Leases shall (A) be paid by Seller in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto prior to the execution and delivery of this Section 11.2 shall survive Agreement; (B) provided such commission or compensation has been disclosed to Purchaser, be paid by Purchaser in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto after the Closing Date; (C) provided such commission or compensation has been disclosed to Purchaser, be paid by Purchaser in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been approved by Purchaser and executed and delivered (or exercised) by the parties thereto after the execution and delivery of this Agreement and prior to the DeedClosing, but for which the payment of Rent shall have commenced after the Closing Date; and (D) be adjusted as of 11:59 p.m. of the day preceding the Closing Date in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto, and for which the payment of Rent shall have commenced after the execution and delivery of this Agreement and prior to the Closing Date. Notwithstanding anything to the contrary contained herein, all prepaid rentals, other prepaid payments, security deposits, electric, gas, sewer and water deposits deposited with Seller by Tenants (including all accrued interest on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Tenant Leases, license agreements or concession agreements relating to the Property, shall all belong to Purchaser. Notwithstanding the foregoing, Purchaser shall receive at the Closing a cash credit in the amount of all such deposits, prepaid rentals and other prepaid payments, which shall all be retained by Seller unless otherwise required by law, any lender or any Tenant Leases. Notwithstanding anything to the contrary contained herein, percentage rent (i.e., that portion of the rent payable to the landlord by a Tenant under a Tenant Lease which is a percentage of the amount of sales or of the dollar amount of sales), if any, payable under each Tenant Lease shall be prorated with respect to the lease year thereunder in which the Closing occurs on a per diem basis as and when collected, and paid to the parties in the same priority as set forth in Section 4.5(a). Any percentage rent collected by Purchaser, including any percentage rent which is delinquent and pertaining to (i) an entire lease year or accounting period of a Tenant under a Tenant Lease which ends on a date prior to the Closing Date, and (ii) that portion of a lease year or accounting period of such Tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter, shall in both cases be paid to Seller within ten (10) days of receipt by Purchaser. Purchaser shall not be required to institute any action or proceeding to collect any delinquent percentage rent. Notwithstanding anything to the contrary contained herein, Seller shall be paid Seller's share, if any, of all revenues from the operation of the Property prior to the Closing Date other than rent, real estate tax, insurance and common area reimbursements (including parking charges and telephone booth and vending machine revenues), if, as and when received by Purchaser. Except as expressly set forth in this Section 4.5, if the exact amount of any item to be prorated is not known as of the Closing Date, the proration shall be based upon a reasonable estimate thereof made by Seller and Purchaser and as soon after the Closing as the exact amount of the item is known, the adjustment for such item shall be re-prorated pursuant to Section 4.6.

Prorations. (a) All income, expenses and deposits for services or advertising to be rendered arising from the conduct of the Business shall be prorated between Buyer and Seller as of 12:01 a.m. (pacific standard time) on the date immediately after the Closing (the "Adjustment Date"). Such prorations shall be based upon the principle that Seller shall be entitled to all income earned and expenses shall be responsible for all Liabilities incurred or accruing in connection with the operation Business to the Adjustment Date and Buyer shall be entitled to all such income earned and shall be responsible for all such Liabilities in connection with the Business from and after the Adjustment Date. All program Contracts shall be prorated in accordance with the rules of the Property Financial Accounting Standards Board. (b) Such prorations shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (includinginclude, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of all expenses for goods or services received both before and after the Closing Adjustment Date, prepaid cash time sales agreements, ad valorem, real estate and other property taxes, regulatory, business and license fees, music and other license fees, commissions, wages, payroll taxes, and other fringe benefits of employees of Seller who enter the employment of Buyer (including accrued vacation pay), power and utility expenses, commissions, rents and similar prepaid and deferred items deposits, reserves and all other expenses attributable to the Business. All special assessments and similar charges or liens imposed against the Real Property and Tangible Personal Property in respect of any period of time through the Adjustment Date, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Date shall be the responsibility of Buyer, and thereafter such charges shall be adjusted as required hereunder. Schedule 1.4 contains a full and complete list ------------ of all known Liabilities to be prorated in accordance with the provisions of this Section 1.4. (provided, however, that in c) To the event extent that any of the Leases or subleasesforegoing prorations and adjustments cannot be determined as of the Adjustment Date, Buyer and Seller shall conduct a final accounting and make any further payments, as required, within 60 days after the Closing. The prorations shall be made in accordance with generally accepted accounting principles or, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current no such principles exist with respect to such direct payment obligationsthe proration of any item, such expenses the proration shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and made in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection accordance with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedindustry practice.

Prorations. At the Closing, prorations between the Operator or applicable Seller, on the one hand, and Buyer (on behalf of itself and EAGL), on the other hand, shall be made for each Golf Course Property as follows: (a) All income general ad valorem taxes, special assessments and expenses in connection with other taxes or charges of a similar nature imposed by any Governmental Authority against the operation Property, or by any applicable property owners association, utility district or any other body (collectively, the “Impositions” ) against the Golf Course Properties for all prior years and all current year Impositions that are due and payable on or before the Closing Date shall have been paid by the applicable Owner or, to the extent required under the applicable Lease, by the Tenant under such Lease, on or before the Closing Date, subject to proration as follows: Buyer shall be responsible for the payment to each applicable Seller of the Property amount of Impositions that relate to the period on and after the Closing Date (and the Sellers shall be apportioned, as responsible for the payment of 11:59 p.m. (Eastern time) on such Impositions relating to the day period prior to the Closing Date). To the extent that Impositions for the current year have accrued but are not yet due and payable, such amounts shall be paid by Buyer (or EAGL, as applicable) following the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser Buyer shall receive a credit against the Purchase Price at Closing for the amount thereof that is attributable to the period prior to Closing, such pro ration to be based on the most recent available information, as adjusted by any known changes relating to the period during which the Closing occurs, and shall be subject to true-up pursuant to Section 6.6(j). (b) All charges for gas, electricity, water, telephone, sewer and other utilities shall be prorated on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information; Sellers shall request that the companies and municipalities furnishing utility services to the Properties make termination fee paid readings on the morning of the Closing Date, or on a date as soon thereafter as practicable, and submit final statements for utility services, which shall be reconciled pursuant to the Statement of Adjustments. (c) All membership dues for the month in which the Closing occurs or for any subsequent period after Closing, all items of expense under Approved Contracts, and all membership fees, charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other income items that have accrued to the accounts of members or customers of the Golf Course Properties but that have not been invoiced as of the Closing Date, shall be prorated as of the Closing Date, except that liability in respect of Refundable Membership Deposits shall be treated in the manner addressed in Section 5.3 and shall not be prorated. (d) All prepaid membership dues, fees or charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other charges collected by Seller or the tenants listed on Exhibit U Operator, as applicable, with respect to the Golf Club Properties shall be prorated as of the Closing Date. (including e) Buyer shall receive a credit in the amount of all deposits received by Sellers or the Operator, as applicable, for Bookings to take place after the Closing (and shall assume all liability arising after Closing with respect thereto). (f) Buyer shall receive a credit for all gift certificates, rain checks, or other instruments redeemable for goods or services at the Golf Course Properties and sold or issued on or after the date that is twelve (12) months prior to the Closing Date, to the extent they have neither been redeemed nor expired as of the Closing Date; provided, however, that the Buyer will not receive a credit for the redemption value of any electronic gift cards which will not be capable of being redeemed at the Golf Course Properties following termination of the existing point of sale software; Buyer agrees that all customers who present such termination paymentscards for redemption at the Golf Course Properties will be referred to AGC’s website (▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇), where they can redeem the cards on line, or to AGC’s customer service line (888-426-4653), where they can request a refund. (g) Except as provided in connection Sections 5.2(b) and 6.6(k), all other items of income or expense with Lease modification respect to the Property shall be prorated as of the Closing Date, with all such items of income and expense that relate to the Closing Date and the period after the Closing Date being credited and/or charged, as applicable, to the Buyer’s account. Without limiting the generality of the preceding sentence, (i) income received by Sellers and accounts receivable that represent ▇▇▇▇▇▇▇▇ for goods and services to be rendered on or termination agreements executed after the Closing Date shall be for the account of Buyers, (ii) pre paid expenses which relate to goods or services to be provided to the Golf Course Properties in the ordinary course of business (or for other purposes approved by such tenants; andBuyer, which approval shall not be unreasonably withheld, conditioned or delayed) on or after the Closing Date shall be borne by Buyers, and (iii) refunds, to the extent relating to the period prior to the Closing, shall be for the account of Sellers or the Operator, as applicable. (h) Any other operating expenses For all items of income or other items pertaining expense that relate to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area period in which the Property Closing Date (or, as applicable, the Follow-on Closing Date) occurs, all prorations shall be made on the basis of a fraction, the denominator of which is located. The provisions the actual number of days in such period and the numerator of which is (a) for purposes of determining the Sellers’ share of such items of income or expense, the number of days in such period that precede the Closing Date and (b) for purposes of determining the Buyer’s share of such items of income or expense, the number of days in such period that fall on or after the Closing Date. (i) Seller shall be responsible for (i) any Income Tax (as hereinafter defined) allocated to the Las Vegas Seller (or any previous direct or indirect holder of the Las Vegas Interest) pursuant to the Joint Venture Agreement and relating to the period prior to the Closing (the “Sellers’ Tax Liability Period”) and (ii) any Income Tax liability resulting from the receipt of any portion of the Purchase Price by Las Vegas Seller for the sale of the Las Vegas Interest pursuant to this Agreement (collectively, “Sellers’ Ownership Income Tax Liability”), and Buyer shall be responsible for any Income Tax allocated to the owner of the Las Vegas Interest pursuant to the Joint Venture Agreement and relating to the period on and after the Closing Date (except for any Sellers’ Ownership Income Tax Liability described in clause (ii) of this Section 11.2 sentence). Seller hereby agrees to indemnify and hold harmless Buyer from and against any Claim that may be incurred by Buyer by reason of Seller’s breach of its obligation to pay any Sellers’ Ownership Income Tax Liability. “Income Tax” shall survive mean any federal or state income tax, along with interest and penalties assessed thereon, due and payable by the Closing and the delivery owner of the DeedLas Vegas Interest in connection with the ownership or operation of the Property (as that term is defined in the Joint Venture Agreement) (but specifically excluding any state or local transfer or excise tax due in connection with the sale of the Las Vegas Interest pursuant to this Agreement, which shall be shared equally by the parties consistent with clause (ii) of Sections 6.5(a) and 6.5(b))).

Prorations. 6.7.1. Rents, common area charges, escalations, and other tenant reimbursements (other than security deposits) payable under the Tenant Leases (collectively, the "Rents") for the Property or portions thereof shall be prorated as of the Close of Escrow, except that no proration shall be made for Rents not received by Seller as of the Close of Escrow (hereinafter called the "Delinquent Rents"). Buyer shall have no liability to Seller for the Delinquent Rents, but Buyer agrees to use "commercially reasonable efforts" (as hereinafter defined) for a period of six months after the Closing Date to collect the Delinquent Rents. For purposes of this Paragraph, the phrase "commercially reasonable efforts" shall mean that Buyer, through its collection department, shall periodically send written invoices to the tenants who owe the Delinquent Rents with a request for payment and shall periodically call such tenants to request payment of the Delinquent Rents. Buyer shall not be required to take any other action in order to satisfy the "commercially reasonable efforts" standard and specifically, without limiting the generality of the foregoing, Buyer shall not be required to file a lawsuit or eviction action, place the tenant in default, engage a third-party collection agency or law firm to aid in collection, lock-out or attempt to evict the tenant or exercise other similar landlord remedies under such Tenant Lease. Further, Seller shall not contact any tenants from and after the Closing Date. Amounts collected by Buyer from tenants owing Delinquent Rents shall be applied first to current amounts owed by such tenant and accruing on or after the Close of Escrow, then to any Delinquent Rents owing for the rent period during which the closing occurred (such amount to be prorated between Buyer and Seller as provided herein), and the remainder, if any, to Delinquent Rents owing prior to the rent period during which the closing occurred. Any such amounts applicable to Delinquent Rents received by Buyer shall be promptly forwarded to Seller. All income and expenses in connection with security deposits received by Seller from any tenant under an existing Tenant Lease shall be paid over to Buyer at the operation Close of Escrow. 6.7.2. General real estate taxes for the then current year relating to the Property shall be apportioned, prorated as of 11:59 p.m. (Eastern time) on the day prior to Close of Escrow. If the Closing Date, (Close of Escrow shall occur before the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses tax rate is fixed for the day preceding then current year, the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser apportionment of taxes shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, made on the basis of the fiscal year for which levied; (f) Assessments but only tax rate for the annual installment immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the taxes actually due for the fiscal current year are more or less than the taxes for the preceding year, then within thirty (30) days after the issuance of the then current year's tax ▇▇▇▇, Seller and Buyer shall adjust the proration of such taxes and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment; this covenant shall not merge with the deed delivered hereunder but shall survive the Close of Escrow. All special taxes or assessments assessed prior to the Close of Escrow shall be paid by Seller, and those assessed after the Close of Escrow shall be paid by Buyer. 6.7.3. All other income from, and expenses of, the Property, including but not limited to public utility charges, interest, maintenance charges, and service charges, shall be prorated as of the Close of Escrow. To the extent that information for any such proration is not available at the Close of Escrow, the parties shall effect such proration within ninety (90) days after Close of Escrow. If, however, the proration of percentage rental from any tenant or any other item or income or expense cannot be made within ninety (90) days after the Close of Escrow, then the proration of such item for each such tenant shall be made within ten (10) days after the information relating to such item becomes available. Percentage rents for each Tenant Lease shall be prorated on the basis of the number of days elapsed during the tenant's percentage rent period as of the Close of Escrow and not on the basis of the amount of the tenant's sales which accrued during such percentage rent period as of the Close of Escrow. At the end of 2003, Buyer shall calculate year-end adjustments for the calendar year in which the Closing occurs; (g) Purchaser Close of Escrow occurred for common area maintenance expenses, taxes, and insurance owed by or to any tenant under the Tenant Leases, and Buyer shall receive forward to Seller any amounts paid by tenants to Buyer which amounts are for the payment of such tenant's pro rata share of taxes to the extent such taxes are attributable to that portion of the tax year during which Seller owned the Property and for which taxes Seller gave Buyer a credit against at the Purchase Price at Closing Close of Escrow. If based on such year-end calculations any tenants owe additional sums to the landlord for their pro rata share of common area maintenance expenses, taxes, and insurance under their respective Tenant Leases, Buyer agrees to send to such tenants on behalf of Seller invoices for those sums owed by such tenants and attributable to the amount portion of the termination fee annual period including the Close of Escrow during which Seller owned the Property and remit to Seller any amounts paid by tenants and received by Buyer in payment of such amounts; provided, however, Buyer shall only send such invoices to the tenants listed on Exhibit U (behalf of Seller if Seller delivers to Buyer such invoices plus all supporting information and documentation to enable Buyer to respond to tenant inquiries regarding such invoices. If based on such year-end calculations the landlord owes a refund, credit, or other sums to any one or more tenants under the Tenant Leases for an overpayment of such tenant's or tenants' pro rata share of common area maintenance expenses, taxes, and insurance, Seller agrees to pay to Buyer an amount equal to such refunds, credits, or other sums, in the aggregate, owed to such tenants, which sums are attributable to the portion of the annual period including the amount Close of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to Escrow during which Seller owned the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locatedProperty. The provisions of this Section 11.2 subparagraph shall survive the Closing and the delivery of the Deedclosing.

Prorations. All (a) Subject to Buyer's obligations therefor pursuant to the Lease, real property taxes and assessments, personal property taxes (if any), rent (whether prepaid or applicable to the current rental period), utilities and all other items of income and expenses in connection expense with the operation of respect to the Property shall be apportioned, prorated between Seller and Buyer as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date. Seller shall receive a credit in escrow for any refundable deposits and/or bonds held by any utility, governmental agency or service contractor with respect to the Property, but only to the extent that such deposits and/or bonds are assignable and are in fact assigned to Buyer. Buyer shall receive a credit in escrow in an amount equal to (i) the security deposit held by Seller pursuant to Section 36 of the Lease (i.e., $11,648.84), and (ii) the balance of the escrow account established pursuant to Section 53 of the Lease (the “Cut Off Time”) as if Purchaser were vested with title "Escrowed Funds"), provided that the Escrowed Funds are released to Seller on or before the Closing Date. If either Buyer or Seller receives any revenues attributable to the Property period during which it is not the entire Closing Dateowner of the Property, said party shall promptly forward such that, except as otherwise expressly provided amounts to the contrary in this Agreementother party (if such revenues are only partially attributable to the period during which said party is not the owner of the Property, Seller the amount paid to the other party shall have the benefit be based upon proration as of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(babove);. (b) Rents Buyer and Seller shall cooperate to produce on or before the Closing Date a schedule of prorations which is as complete and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) accurate as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for reasonably possible. All prorations which can be reasonably estimated as of the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, Closing Date shall be made in escrow on the basis of the fiscal year for which levied; Closing Date. All other prorations and any adjustments to initial estimated prorations, shall be made by Buyer and Seller within thirty (f30) Assessments but only for the annual installment for the fiscal year in which days following the Closing occurs; (g) Purchaser shall receive Date or such later time as may be required, in the exercise of due diligence, to obtain the necessary information for proration. Any net credit due one party from the other as a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount result of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining post-closing prorations and adjustments shall be paid to the Property which are customarily prorated between other in cash immediately upon the parties' written agreement to a purchaser final schedule of post-closing adjustments and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedprorations.

Prorations. All income The following shall be apportioned with respect to ---------- the Property, based on the number of days Seller and expenses in connection with the operation of Purchaser each own the Property shall be apportionedin the month, tax year or other applicable period in which the Closing occurs, as of 11:59 p.m. (Eastern time) 12:01 a.m. on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire day which is the Closing Date; provided, however, in the event that Seller receives the net proceeds from the closing escrowee after 1:00 p.m. (Chicago, Illinois time) on the Closing Date and, as a result of Seller receiving such funds after such ▇▇▇▇ ▇▇▇▇▇▇ is unable to invest the net proceeds from the transaction with Seller's bank on the Closing Date, such then, for purposes of apportionments, Purchaser shall be deemed vested with title to the Property beginning on the next business day following the Closing Date (it being intended that, except as otherwise expressly provided to in the contrary in this Agreementevent that the day following the Closing Date is not a business day, Seller shall have the benefit of income and the burden of expenses for the day preceding be deemed vested with title during the Closing Date and on all consecutive days, if any, subsequent to the Closing Date that are not business days): (a) all collected rents and other sums received under Leases other than Security Deposits ("Rents"); (b) all unapplied cash Security Deposits; (c) taxes and assessments (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and personal property taxes on the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesPersonal Property, if any, covering all or part of rent taxes, if any, and real estate taxes and assessments) levied against the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b)Property; (bd) Rents as pre-payments and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described belowaccrued amounts due under any Service Contracts; (ce) Waterwater, sewer, gas, electricelectricity, vault telephone and other utility and fuel chargescharges for which Seller is liable, if any; ; such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing (dwhich Seller shall request to be read not more than three (3) Operating expenses for the Property including sums due or already paid pursuant days prior to any Service Agreements; (eClosing) Amounts paid pursuant to all transferable licenses and permitsor, if unmetered, on the basis of the fiscal year a current ▇▇▇▇ for which leviedeach such utility; (f) Assessments but only fees paid for the annual installment for the fiscal year in which the Closing occurs;assignable licenses or permits, if any; and (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any all other operating ordinary, customary and necessary expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which operation of the Property is located. The provisions of this Section 11.2 shall survive together with those expenses unique to the Closing and the delivery operation of the DeedProperty, such as expenses under the Metrogate Agreement (as defined in Section 11.Y. below) (other than insurance premiums for Seller's insurance policies which shall not be prorated, as they will be cancelled as of Closing).

Prorations. All income (a) Seller and Purchaser acknowledge that certain expenses in connection with related to the operation of the Property Transferred Assets are prepaid by Seller. Accordingly, the following items shall be apportionedapportioned between Seller and Purchaser, as with Seller being responsible for all such expenses which are attributable to periods on or prior to the Closing Date or to goods or services provided to Seller or any of 11:59 p.m. (Eastern time) its Affiliates on the day or prior to the Closing Date, (and Purchaser reimbursing Seller for all such expenses prepaid by Seller which are incurred in the “Cut Off Time”) as if Purchaser were vested ordinary course of business consistent with title past practices and attributable to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding periods after the Closing Date (including, without limitation, or to goods or services to be provided to Purchaser or any deferred rent received of its Affiliates after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date Date: (i) prepaid rent and thereafter any other amounts prepaid under the Chelsea Lease, the Transferred Contracts or the Shared Contracts that are assigned to and assumed by Purchaser in accordance with Section 2.03(d); (providedii) gas, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses electricity and the tenants or subtenants are current other utility charges and services charges with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller the Transferred Assets; and Purchaser): (aiii) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which Transferred Assets that are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property Chelsea Facility is located. . (b) Notwithstanding anything contained in Section 3.03(a): (i) The provisions applicable Divesting Entities shall receive the entire advantage of this any discounts for the prepayment by it of any Taxes, water rates or sewer rents. (ii) As to gas, electricity and other utility charges referred to in Section 11.2 3.03(a)(ii), the applicable Divesting Entities may elect to pay one or more of all of such items accrued to the Closing Date directly to the Person entitled thereto, and to the extent that such Divesting Entity so elects, such item shall not be apportioned at the Closing, and the Divesting Entities’ obligation to pay such item directly in such case shall survive the Closing. (iii) Purchaser agrees to purchase and pay for at the Closing (at the cost paid by the applicable Divesting Entity), any heating oil, propane or other fuel located at the Chelsea Facility at the Effective Time, the amount of such heating oil, propane or other fuel and the delivery cost thereof to be determined as of the Deeddate immediately prior to the Closing Date by a certificate of an agent or employee of the applicable Divesting Entity.

Prorations. All income (a) Seller shall be responsible for and expenses in connection shall pay all personal property taxes, ad valorem taxes and assessments which are past due or have become due with the operation respect to any of the Restaurant Assets or the Real Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior to or before the Closing Date, together with any penalty or interest thereon. The Seller and Buyer shall cause to be prorated through the Closing Date all (the “Cut Off Time”i) as if Purchaser were vested applicable personal property taxes and ad valorem taxes arising with title respect to the Restaurant Assets or the Real Property during for the entire current assessment period and (ii) accrued vacation attributable to Seller's employees (and hired by Buyer) and not yet due or paid as of the Closing Date. Seller shall, at Closing, pay Buyer an amount equal to the Seller's prorated portion of such taxes and/or accrued vacation, and Buyer thereafter shall timely pay such amount to the appropriate taxing authority or employee, respectively. If current tax bills are not available as of the Closing Date, such thatthe prior year's tax bills will be used for purposes of making a tentative proration at the Closing, except as otherwise expressly provided and a final proration shall be made promptly when the current tax bills are received. The Seller shall (and the Shareholders shall cause Seller to) remit any additional amounts due to Buyer within sixty (60) days of receipt of written notice thereof from Buyer (which notice shall include reasonable evidence of the taxes owed and a statement of the amount claimed of Seller). The Buyer shall remit to the contrary in this AgreementSeller any excess amounts previously paid by Seller (as well as reasonable evidence of the taxes owed and a statement regarding the excess amounts) promptly upon receiving the current year's tax bills and determining the amount of such excess. (b) Except for insurance premiums on the policies being retained by Seller, Seller shall have at the benefit of income Closing, all normal and the burden of expenses for the day preceding the Closing Date (includingcustomarily prorated items, including without limitation, maintenance fees and assessments, rent, prepaid Yellow Pages advertisements and other prepaid obligations and, to the extent available at Closing, utility services being continued to the Real Property, shall be prorated as of the Closing Date. Seller (or the landlord under any deferred rent received after Closing which relates leases, as appropriate) shall be charged for and credited with all prorated items up to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for including the Closing Date and thereafter Buyer shall be charged for and credited with all of same from and after the Closing Date. (providedc) Premiums for Seller's insurance will not be prorated since Buyer will not assume the coverage maintained by Seller. Buyer hereby acknowledges that Buyer will be solely responsible for obtaining Buyer's own insurance coverage. (d) If Buyer desires to have existing utility services continued to the Real Property after the Closing, howeverBuyer shall use its reasonable efforts to make arrangements for such continuation, that including advising the provider of such utility services of changes in the event that any of the Leases or subleasesbilling name and address and paying security deposits, if any, covering are required by the provider of such utility services. Buyer shall be fully responsible and shall pay on time all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses utility charges after Closing. If Buyer shall not have completed all changes in billing from Seller to Buyer within fifteen (15) days after Closing, Seller may, after ten (10) days notice and opportunity to cure to Buyer, take actions it deems appropriate to absolve itself of further liability to the utility companies, including but not limited to instructions to terminate services. Whether existing utility services to the Real Property are continued or discontinued, all deposits held by the providers of such utility services shall be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements;Seller. (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 1.5 shall survive the Closing Closing. (f) Buyer and the delivery of the DeedSeller shall share, co-equally, all real property/title company closing costs including, but not limited to, title insurance, surveys, filing fees and document preparation.

Prorations. All At Closing, the following items shall be prorated as of 12:01 a.m. on the date of Closing with all items of income and expense for the Property being borne by Purchaser from and after (and including) the date of Closing: Tenant Receivables (defined below), and, to the extent not passed through to the Tenants under the Leases, other items, including, without limitation, income and rents that have been collected by Seller as of Closing; fees and assessments; prepaid expenses in connection with and obligations under Service Contracts; accrued operating expenses; real and personal ad valorem taxes; and any assessments by private covenant for the operation then-current calendar year of Closing. Specifically, the following shall apply to such prorations and to post-Closing collections of Tenant Receivables: Rents due from the Tenants under the Leases and operating expenses and/or taxes payable by the Tenants under the Leases (collectively, “Tenant Receivables”) and not collected by Seller as of Closing shall not be prorated between Seller and Purchaser at Closing but shall be apportioned on the basis of the Property period for which the same is payable and if, as and when collected, as follows: (a) Tenant Receivables and other income received from the Tenants under the Leases after Closing shall be apportionedapplied in the following order of priority: (A) first, to payment of the current Tenant Receivables then due for the month in which the Closing Date occurs, which amount shall be apportioned between Purchaser and Seller as of 11:59 p.m. the Closing Date as set forth in Section 8.1 hereof (Eastern timewith Seller’s portion thereof to be delivered to Seller); (B) on the day prior second, to Tenant Receivables first coming due after Closing and applicable to the period of time after Closing, which amount shall be retained by Purchaser; (C) third, to payment of Tenant Receivables first coming due after Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title but applicable to the Property during period of time before Closing, including, without limitation, the entire Tenant Receivables described in Section 8.1(b) below (collectively, “Unbilled Tenant Receivables”), which amount shall be delivered to Seller; and (D) thereafter, to delinquent Tenant Receivables which were due and payable as of Closing Datebut not collected by Seller as of Closing (collectively, such that“Uncollected Delinquent Tenant Receivables”), except as otherwise expressly provided which amount shall be delivered to Seller. Notwithstanding the contrary in this Agreementforegoing, Seller shall have the benefit right to pursue the collection of income and the burden Uncollected Delinquent Tenant Receivables for a period of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received one year after Closing which relates without prejudice to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (Seller’s rights or Purchaser’s obligations hereunder, provided, however, that Seller shall have no right to cause any such Tenant to be evicted or to exercise any other “landlord” remedy (as set forth in the event that Tenant’s Lease) against such tenant other than to ▇▇▇ for collection. Any sums received by Purchaser to which Seller is entitled shall be held in trust for Seller on account of such past due rents payable to Seller, and Purchaser shall remit to Seller any such sums received by Purchaser to which Seller is entitled within ten business days after receipt thereof less reasonable, actual costs and expenses of the Leases or subleasescollection, including reasonable attorneys’ fees, court costs and disbursements, if any. Seller expressly agrees that if Seller receives any amounts after the Closing Date which are attributable, covering all in whole or part in part, to any period after the Closing Date, Seller shall remit to Purchaser that portion of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with monies so received by Seller to which Purchaser is entitled within ten business days after receipt thereof. With respect to such direct payment obligationsUnbilled Tenant Receivables, such expenses shall not be apportioned as between Purchaser covenants and agrees to (i) ▇▇▇▇ the same when billable and (ii) cooperate with Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for to determine the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the correct amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locatedand/or taxes due. The provisions of this Section 11.2 8.1(a) shall survive the Closing and Closing. (b) Without limiting the delivery generality of the Deedrequirements of Section 8.1(a)(C) above, if the final reconciliation or determination of operating expenses and/or taxes due under the Lease shows that a net amount is owed by Seller to Purchaser, said amount shall be paid by Seller to Purchaser within ten business days of such final determination under the Lease. If the final determination of operating expenses and/or taxes due under the Lease shows that a net amount is owed by Purchaser to Seller, Purchaser shall, within ten business days of such final determination, remit said amount to Seller. Purchaser agrees to receive and hold any monies received on account of such past due expenses and/or taxes in trust for Seller and to pay same promptly to Seller as aforesaid. The provisions of this Section 8.1(b) shall survive the Closing.

Prorations. All income As soon as practicable after the Applicable Site Transfer Date, real estate and expenses in connection with the operation personal property taxes ("Taxes") attributable to those BTS Sites being transferred shall be apportioned as of the Property Applicable Site Transfer Date for each. Such apportionments shall be apportionedmade pro rata on a per diem basis as of the Effective Date so that all such Taxes attributable to the period prior to the Applicable Site Transfer Date are for the account of Assignor; and all such Taxes attributable to the period on and after the Applicable Site Transfer Date are for the account of SBCW or applicable Cingular Group Member. Taxes shall initially be determined based on the previous year's taxes and shall later be adjusted to reflect the current year's Taxes when the tax bills are finally rendered. The parties shall fully cooperate to avoid, to the extent legally possible, the payment of duplicate Taxes, and each party shall furnish, at the request of the other, proof of payment of any Taxes or other documentation which is a prerequisite to avoiding payment of a duplicate tax. In the event that either party (the "Payor") pays a Tax for which the other party (the "Payee") is obligated in whole or in part under this Section, the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Tax, and the Payee shall promptly pay such share to the Payor. In the event either Party (the "Recipient") receives refunds of a Tax to which the other Party (the "Beneficiary") is entitled in whole or in part under this Agreement, the Recipient shall promptly pay such share to the Beneficiary. In the event there exists as of the Applicable Site Transfer Date any pending appeals of ad valorem tax assessments with regard to any of the BTS Sites being transferred, the continued prosecution and/or settlement of such appeals shall be subject to the direction and control of Assignee with respect to assessments for the year within which the Assignment occurs. The parties agree that the following items shall be also apportioned between Vendor and SBCW, as of 11:59 p.m. the Applicable Site Transfer Date, as to the Completed CA/NV Sites and Construction Sites: (Eastern timea) rents and revenues under all Third Party Collocation Agreements; (b) base rent, license fees, revenue sharing payments or other charges due to landlords, lessors or licensors under the Ground Lease and (c) utility charges relating to Tower lighting. Such apportionments shall be made pro rata on a per diem basis as of the day Applicable Site Transfer Date so that all such rents, revenues, charges and payments attributable to the period prior to the Closing DateApplicable Site Transfer Date are for the account of Vendor; and all such rents, (the “Cut Off Time”) as if Purchaser were vested with title revenues, charges and payments attributable to the Property during period from and after the entire Closing Date, Applicable Site Transfer Date are for the account of SBCW with such that, except as otherwise expressly provided adjustments (and adjustments pursuant to the contrary in first paragraph of this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates Section 4(d)) to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any be made as of the Leases or subleases, if any, covering all or part of Applicable Site Transfer Date by the Property provide party that on a net basis owes money to the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes other party under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; paragraph (d) Operating expenses for by wire transfer of immediately available funds to such accounts as such other party shall direct in writing. The parties shall fully cooperate to avoid, to the Property including sums due or already paid pursuant extent legally possible, making duplicate payments to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses ground lessors or other items pertaining counter-parties under the Ground Leases and to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedother third parties.

Prorations. All income rent, utilities and other lease charges with respect to Leases assumed by Buyer shall be prorated between Buyer and Seller as of June 30, 2000. Such prorations shall, insofar as feasible, be determined and paid at the Closing, with best efforts to achieve final settlement of such prorations within 30 days after the Closing. Seller shall be responsible for payment of all unpaid rent, common area maintenance expenses and real property taxes through June 30, 2000." 8. The third sentence of Section 6.1 shall be revised to state in its entirety as follows: "As soon as practical after the execution and delivery of this Agreement, but no later than June 13, 2000, Buyer and Seller shall make all filings required under the HSR Act, and Buyer and Seller will promptly file any supplemental or additional information which may reasonably be requested in connection therewith pursuant to the HSR Act, and will comply in all material respects with the operation requirements of the Property HSR Act." 9. Sections 6.11, 8.6 and 10.7 of the Agreement shall be apportioneddeleted in their entirety. 10. Clause (vi) of Section 11.1(a) of the Agreement shall be deleted in its entirety. 11. The effectiveness of this Amendment is subject to the approval of the boards of directors of Seller and Parent on or before June 9, as 2000. Prior to such approvals, this Amendment shall have no force or effect. Seller and Parent will deliver certified copies of 11:59 p.m. (Eastern time) their board resolutions to Buyer on the day or prior to June 13, 2000. 12. This Amendment may be executed in one or more counterparts, and by different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, including counterparts transmitted by facsimile, but all of which taken together shall constitute one and the Closing Datesame agreement. 13. On and after the date hereof, (each reference in the “Cut Off Time”) as if Purchaser were vested with title Agreement to the Property during "Agreement" shall mean the entire Closing DateAgreement as amended hereby. Except as specifically amended above, such thatthe Agreement shall remain in full force and effect and is hereby ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as otherwise expressly provided to the contrary in this Agreementherein, Seller shall have the benefit operate as a waiver of income and the burden any right, power or remedy of expenses for the day preceding the Closing Date (includingany party hereto, without limitation, nor constitute a waiver of any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any provision of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the DeedAgreement.

Prorations. All income and expenses in connection with (a) As soon as practicable after the operation Effective Date, Taxes attributable to the Contributed Assets allocated to Assignor pursuant to Section 15(c) of the Property Master Lease shall be apportioned, apportioned to the Effective Date. Such apportionments shall be made pro rata on a per diem basis as of 11:59 p.m. (Eastern time) on the day Effective Date so that all such Taxes attributable to the period prior to the Closing DateEffective Date are for the account of Assignor; and all such Taxes attributable to the period on and after the Effective Date are for the account of Assignee. Taxes shall initially be determined based on the previous year's taxes and shall later be adjusted to reflect the current year's Taxes when the tax bills are finally rendered. The parties shall fully cooperate to avoid, to the extent legally possible, the payment of duplicate Taxes, and each Party shall furnish, at the request of the other, proof of payment of any Taxes or other documentation which is a prerequisite to avoiding payment of a duplicate tax. In the event that either Party (the “Cut Off Time”"Payor") as if Purchaser were vested with title pays a Tax for which the other Party (the "Payee") is obligated in whole or in part under this Section 3.2, the Payor shall present to the Property during Payee evidence of payment and a statement setting forth the entire Closing DatePayee's proportionate share of such Tax, and the Payee shall promptly pay such thatshare to the Payor. In the event either Party (the "Recipient") receives payments of a Tax to which the other Party (the "Beneficiary") is entitled in whole or in part under this Agreement, except the Recipient shall promptly pay such share to the Beneficiary. In the event there exists as otherwise expressly provided of the Effective Date any pending appeals of ad valorem tax assessments with regard to any Contributed Assets, the continued prosecution and/or settlement of such appeals shall be subject to the direction and control of Assignee with respect to assessments for the year within which the Assignment occurs. (b) Notwithstanding any provision to the contrary in this AgreementAssignment, Seller the following items shall have be also apportioned between Assignor and Assignee as of the benefit Effective Date: (a) rents and revenues under all Collocation Agreements (including the SBC Leaseback); (b) Prepaid Charges; (c) base rent, license fees, revenue sharing payments or other charges due to landlords, lessors or licensors under the Ground Leases to the extent paid or payable by Assignor under the Master Lease; (d) all amounts required to be reimbursed to Landlord under Section 11(c) of income and the burden of expenses Master Lease for the day preceding maintenance and repair of lighting systems; and (d) charges and payments under all Site Contracts. Such apportionments shall be made pro rata on a per diem basis as of the Closing Effective Date (includingso that all such rents, without limitationrevenues, any deferred rent received after Closing which relates charges and payments attributable to a the period prior Closing) and to the Purchaser shall have the benefit of income and the burden of expenses Effective Date are for the Closing account of Assignor; and all such rents, revenues, charges and payments attributable to the period from and after the Effective Date and thereafter (provided, however, that in are for the event that any account of Assignee with such adjustments to be made as of the Leases Effective Date by the party that on a net basis owes money to the other party under this Section by wire transfer of immediately available funds to such accounts as such other party shall direct in writing. In addition, the amount of all Tenant Security Deposits shall be credited to the account of Assignee or subleases, if any, covering all or assigned to Assignee as part of the Property provide that apportionment. The parties shall fully cooperate to avoid, to the tenants extent legally possible, making duplicate payments to ground lessors or subtenants thereunder are responsible for direct payment of any of other counter-parties under the expenses Ground Leases and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below;other third parties. (c) WaterIn addition, sewerin connection with any binding Collocation Agreement which has an original term of at least five (5) years and has a remaining term of at least four (4) years from the Closing, gaspursuant to which Assignor has made, electricis in the process of making or is otherwise obligated under the terms of the binding Collocation Agreement to make any Alterations (as defined by the Assigned Leases) which Alterations are not removable by the tenant thereunder (collectively, vault and fuel chargesthe "Assignor Alterations"), if any;Assignee agrees as follows: (di) Operating expenses for as to Assignor Alterations which have been completed by Assignor prior to Closing, as evidenced by the Property including sums due Completed Alteration Package and provided that the full cost thereof has not otherwise been reimbursed to Assignor by the tenant thereunder or already paid pursuant to any Service Agreements; otherwise and only if scheduled on attached SCHEDULE V(A) (e) Amounts paid pursuant to all transferable licenses and permitsthe "Completed Assignor Alterations"), on the basis later of Closing or the date which is thirty (30) days after the receipt of the fiscal year for which levied; (f) Assessments but only Completed Alteration Package, Assignee agrees to reimburse Assignor for the annual installment for the fiscal year cost incurred by Assignor in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for connection with installing such Completed Assignor Alterations in the amount of the termination fee paid Completed Alteration Reimbursement Amount for each Completed Assignor Alteration. For each Completed Assignor Alteration, the "Completed Alteration Reimbursement Amount" shall be an amount equal to the lesser of (1) the direct third party expenses and capital costs actually incurred by the tenants listed on Exhibit U (including the amount of such termination payments) Assignor in connection with Lease modification the making of such Completed Assignor Alteration, as evidenced by the Completed Alteration Package, PLUS the Allocated Overhead Reimbursement Amount for such Completed Assignor Alteration LESS any such expenses or termination agreements executed costs to the extent reimbursed in respect of such Assignor Alteration by tenants or third parties. or (2) the Budgeted Amount for such tenantsCompleted Assignor Alteration less any amounts reimbursed in respect of such Assignor Alteration by tenants or third parties. With regard to the foregoing, attached hereto as SCHEDULE V(A) are the Budgeted Amounts for each Completed Assignor Alterations which provides an estimated Completed Alteration Reimbursement Amount for each Completed Assignor Alteration (as of the date hereof). The parties acknowledge that the Budgeted Amounts as set forth on the Construction Site Budget is Assignor's good faith estimates, as to each Completed Assignor Alteration, of the direct third party labor and capital costs incurred to complete each Completed Assignor Alteration PLUS the Allocated Overhead Reimbursement Amount. Schedule V(a) will be subject to update to include In Process Assignor Alterations which become Completed Assignor Alterations between the date hereof and closing; andprovided that the Budgeted Amounts with respect thereto shall remain the same. (hii) Any other operating expenses As to Assignor Alterations which are, at Closing, in the process of being made by Assignor, and which are not completed as of Closing and PROVIDED THAT the full cost has not otherwise been reimbursed to Assignor by the tenant thereunder or other items pertaining otherwise and Assignee has received the In Process Alteration Package, Assignee will in connection therewith assume the obligation to complete such Assignor Alteration but only if it is scheduled on attached SCHEDULE V (B) (the "In Process Assignor Alterations"). Assignor agrees to complete, in a good and workmanlike manner in accordance with the applicable terms of the Collocation Agreement, each In Process Assignor Alteration to the Property Transition Point. On the later of Closing or the date which are customarily prorated between a purchaser and a seller in comparable commercial transactions in is thirty (30) days after the area in which receipt of the Property is located. The provisions In Process Alteration Package, Assignee agrees to reimburse Assignor for the Completed Alteration Reimbursement Amount, PROVIDED THAT, for purposes of this Section 11.2 3.2(c)(ii), the term "Budgeted Amount" as used in the definition of Completed Alteration Reimbursement Amount, shall survive refer, in the Closing and case of each In Process Alteration, only to the delivery portion of the DeedBudgeted Amount for such In Process Assignor Alteration which, in the reasonable good faith judgment of Assignor and Assignee, is fairly attributable to that portion of such In Process Assignor Alteration which has then been completed and evidenced as paid less any amounts reimbursed in respect of such In Process Assignor Alteration by tenants or third parties. Schedule V(b) will be subject to update to include Assumed Assignor Alterations which become In Process Assignor Alterations between the date hereof and closing and to delete In Process Assignor Alterations which become Completed Assignor Alterations between the date hereof and closing; PROVIDED THAT the Budgeted Amounts with respect thereto shall remain the same.

Prorations. All income (a) Purchaser and expenses Seller agree that, except as otherwise specifically provided in connection with this Agreement, all of the budgeted, ordinary, and recurring items normally charged to the Facilities Owners and the Facilities Switchyard Owners, including those listed below (but not including any Income Taxes and Transfer Taxes), relating to the business and operation of the Property Assets, shall be apportioned, prorated and charged as of 11:59 p.m. (Eastern time) on the day Closing 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 Closing Date, (the “Cut Off Time”) as if and Purchaser were vested with title liable to the Property during the entire Closing Date, extent such that, except as otherwise expressly provided items relate to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding periods commencing with the Closing Date (includingmeasured in the same units used to compute the item in question, without limitation, any deferred rent received after otherwise measured by calendar days): (i) Property Taxes having a lien date in the same calendar year as the Closing which relates to Date; (ii) Property Taxes having a period prior Closing) and lien date in the Purchaser shall have calendar year following the benefit year of income and the burden of expenses for the Closing Date and thereafter (if such lien relates to the Assets; provided, however, that if Purchaser is separately assessed Property Taxes relating to the Assets with a lien date in the event that any calendar year following the year of the Leases or subleasesClosing Date which results in duplicative Property Taxes, if anysuch duplicative Property Taxes shall be pro-rated one-half (1/2) to each Party, covering all or part of the Parties agreeing to cooperate with one another to avoid such duplicative Property provide that Taxes; (iii) Retrospective adjustments and policyholder distributions for the tenants or subtenants thereunder are responsible for direct payment of any of applicable period during which the expenses and the tenants or subtenants are current Closing occurs with respect to such direct payment obligationsFacilities Insurance Policies occurring within twelve (12) months of Closing or ninety (90) days after the year-end following the Closing, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b)whichever occurs first; (biv) Rents Subject to and without limiting the generality of Section 2.6, the fees assessed on electricity generated at the Facilities pursuant to the Department of Energy Standard Contract, as provided in Section 302 of the Nuclear Waste Policy Act and when collected including base rents10 C.F.R. Part 961, escalationsas amended from time to time, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in applicable period during which the Closing occurs; (gv) Purchaser shall receive a credit against Subject to and without limiting the Purchase Price at Closing generality of Section 2.7, Department of Energy Decommissioning and Decontamination Fees for the amount applicable period during which the Closing occurs; (vi) Operating and maintenance expenses incurred in any period prior to the Closing Date (not including Capital Expenditures) in the nature of the termination fee paid by expenses shown on Schedule 3.6(a)(v) but only to the tenants listed on Exhibit U (including extent that the amount of such termination paymentsexpenses are determined within twelve (12) in connection with Lease modification months of Closing or termination agreements executed by such tenantsninety (90) days after the year-end following the Closing, whichever occurs first; and (hvii) Any other operating expenses A reimbursement for Firm Transmission Rights referred to in Section 2.1(p) adjusted in proportion to the remaining term of the Firm Transmission Rights. (b) In connection with the 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 respective amounts accrued through the Closing Date or paid for the most recent year or other items pertaining appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the Property which are customarily prorated between a purchaser appropriate Party within sixty (60) days after the date that the previously unavailable actual figures become available. Seller and a seller Purchaser shall furnish each other with such documents and other records as may be reasonably requested in comparable commercial transactions in the area in which the Property is located. The provisions of order to confirm all proration calculations made pursuant to this Section 11.2 shall survive the Closing and the delivery of the Deed3.6.

Prorations. All (a) The operation of the Stations and the income and operating expenses attributable thereto until 11:59 p.m. on the date preceding the day of Closing (the "Adjustment Time") shall be for the account of Sellers and thereafter for the account of Buyer, and income and expenses shall be prorated between Sellers and Buyer as of the Adjustment Time in accordance with generally accepted accounting principles, and the Purchase Price shall be adjusted accordingly. (b) Such prorations shall include all property Taxes (except transfer Taxes as provided by Section 11.1), music and other license fees, FCC regulatory fees, utility expenses, rent and other liabilities and obligations under Station Contracts and similar prepaid and deferred items and all other expenses and obligations, such as deferred revenue and prepayments attributable to the ownership or holding of the Station Assets and Operation of the Stations that straddle the period before and after the Adjustment Time. Seller shall receive a credit for all of the Stations' deposits, bonds and prepaid expenses to the extent the benefit of the same is transferred to Buyer. Sales commissions related to the sale of advertisements broadcast on the Stations prior to Closing shall be the responsibility of Sellers, and sales commissions related to the sale of advertisements broadcast on the Stations after Closing shall be the responsibility of Buyer. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services ("Trade Agreements"); provided, however, if the aggregate obligations under the Trade Agreements exceed $25,000 as of the Closing Date, then amounts in excess of $25,000 shall be prorated in accordance with Section 1.8(a). Prorations and adjustments shall be made at Closing to the extent practicable. Notwithstanding anything in this Section 1.8 to the contrary, there shall be no proration under this Section 1.8 for, and Seller shall remain solely liable for, any contracts or agreements not included in the Station C▇▇▇▇▇▇▇▇.▇▇ the extent any prorations are not made at Closing, within ninety (90) days after the Closing, Buyer shall prepare and deliver to Sellers a proposed pro rata adjustment of income and expenses in connection with the operation manner described in Section 1.8 and this Section 1.8 for the Station as of the Property Adjustment Time (the "Settlement Statement"), together with a schedule setting forth, in reasonable detail, the components thereof. During such 90-day period, Buyer and its representatives shall be apportionedprovided reasonable access, as upon reasonable advance notice and during normal business hours, to such books and records of 11:59 p.m. (Eastern time) on the day prior Seller, and to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, employees of Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesits independent auditors, if any, covering all or part as Buyer may reasonably request in connection with its preparation of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below;Settlement Statement. (c) WaterDuring the 30-day period following the receipt of the Settlement Statement, sewerBuyer shall provide Sellers and its representatives reasonable access, gasupon reasonable advance notice and during normal business hours, electricto such books and records of Buyer, vault and fuel chargesto employees of Buyer and its independent auditors, if any;, as Sellers may reasonably request in connection with its review of the Settlement Statement. (d) Operating expenses for The Settlement Statement shall become final and binding upon the Property including sums due parties on the 30th day following delivery thereof to Sellers, unless Sellers give written notice of their disagreement with the Settlement Statement (the "Notice of Disagreement") to Buyer prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is given to Buyer in the period specified, then the Settlement Statement (as revised in accordance with clause (i) or already paid pursuant (ii) below) shall become final and binding upon the parties on the earlier of (i) the date Buyer and Sellers resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any Service Agreements;disputed matters are finally resolved in writing by the Accounting Firm as provided herein. (e) Amounts paid Within ten (10) Business Days after the Settlement Statement becomes final and binding upon the parties, (i) Buyer shall pay to Sellers the amount, if any, by which the prorated income allocated to Sellers exceeds the prorated expenses allocated to Sellers or (ii) Sellers shall pay to Buyer the amount, if any, by which the prorated expenses allocated to Sellers exceed the prorated income allocated to Sellers. All payments made pursuant to all transferable licenses and permits, on this Section 1.8(e) shall be made by wire transfer in immediately available funds to an account designated by the basis of the fiscal year for which levied;recipient party. (f) Assessments but only for Notwithstanding any statement in this section to the annual installment for contrary, if Sellers deliver a Notice of Disagreement, Sellers or Buyer, as applicable, shall make a payment to the fiscal year other party in which immediately available funds of any undisputed amount within 10 Business Days of the Closing occurs;receipt of the Notice of Disagreement. (g) Purchaser During the 30-day period following the delivery of a Notice of Disagreement to Buyer that complies with the preceding paragraphs, Buyer and Sellers shall receive a credit against seek in good faith to resolve in writing any differences they may have with respect to the Purchase Price matters specified in the Notice of Disagreement. During such period: (i) each of Buyer and Sellers, at Closing for their sole cost and expense, shall be permitted to review and make copies reasonably required of: (A) the amount financial statements of Sellers, in the case of Buyer, and Buyer, in the case of Sellers, relating to the Notice of Disagreement, (B) the working papers of Sellers, in the case of Buyer, and Buyer, in the case of Sellers, and the other Party's auditors, if any, relating to the Notice of Disagreement; and (C) the books and records, including any supporting schedules, analyses and documentation, of the termination fee paid by other party relating to the tenants listed on Exhibit U prorations and adjustments subject to the Notice of Disagreement; and (including ii) Sellers, in the amount case of Buyer, and Buyer, in the case of Sellers, shall provide reasonable access, upon reasonable advance notice and during normal business hours, to such termination payments) employees of the other party as such party reasonably believes is necessary or desirable in connection with Lease modification or termination agreements executed by such tenants; andits review of the Notice of Disagreement. (h) Any other operating expenses or other items pertaining If, at the end of such 30-day period, Buyer and Sellers have not resolved their differences, Buyer and Sellers shall submit to the Property which are customarily prorated between a purchaser Accounting Firm for review and a seller resolution any and all matters that remain in comparable commercial transactions dispute and that were included in the area Notice of Disagreement. Within thirty (30) days after selection of the Accounting Firm, Buyer and Sellers shall submit their respective positions to the Accounting Firm in which writing, together with any other materials relied upon in support of their respective positions. Buyer and Sellers shall cooperate with each other and otherwise use commercially reasonable efforts to cause the Property is locatedAccounting Firm to render a decision resolving the matters in dispute within thirty (30) days following the submission of such materials to the Accounting Firm. The provisions decision of this Section 11.2 the Accounting Firm shall survive be final and binding on each of the Closing parties, and judgment upon the determination of the Accounting Firm may be entered in any court of competent jurisdiction. The fees and expenses of the Accounting Firm shall be divided equally between Sellers and Buyer. The fees and expenses (if any) of Buyer's independent auditors and attorneys incurred in connection with the review of the Notice of Disagreement shall be borne by Buyer, and the delivery fees and expenses (if any) of Sellers' independent auditors and attorneys incurred in connection with their review of the DeedSettlement Statement shall be borne by Sellers.

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 income 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 paid by 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) Charges under service agreements, utility charges for which Seller is liable, and other operating expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as prorated between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below;Purchaser at Closing. (c) WaterRefundable cash or other refundable deposits posted with utility companies or other entities in connection with the Property shall, sewerat Sellers’ option, gaseither be assigned to Purchaser and credited to Seller at Closing, electric, vault or Seller shall be entitled to receive and fuel charges, if any;retain such refundable cash and deposits. (d) Operating expenses for The Personal Property is included in this sale, without further charge, except that Purchaser shall pay to Seller the amount of any and all sales or similar taxes payable in connection with the Personal Property including sums due or already paid pursuant which is to be transferred to Purchaser under this Agreement and Purchaser shall execute and deliver any Service Agreements;tax returns required of it in connection therewith, said obligations of Purchaser to survive Closing. (e) Amounts paid pursuant to all transferable licenses and permitsAll prorations described in this Section 4.4 shall be effected by increasing or decreasing, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for as appropriate, the amount of the termination fee cash to be paid by Purchaser to Seller at Closing. Except for the tenants listed on Exhibit U (including the amount proration of such termination paymentstaxes described in Section 4.4(a) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locatedabove, all prorations provided for herein shall be final. The provisions proration of this taxes described in Section 11.2 4.4(a) above shall survive the Closing and the delivery of the Deedbe deemed final if no adjustment thereto is requested within one (1) year after Closing.

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern timea) on the day At least five (5) Business Days prior to the Closing Date, Seller shall provide to Purchaser Seller’s estimate of Closing Date Net Working Capital (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Estimated Closing Date (includingNet Working Capital”), without limitation, any deferred rent received after Closing which relates to a period prior Closing) and including the Purchaser calculation thereof. Such estimate shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that be made by Seller in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below good faith and in Section 11.3(b);accordance with GAAP and shall be based on information which shall be disclosed to Purchaser when the Adjustment Estimate is delivered. (b) Rents After the Closing Date, Seller and Purchaser shall cooperate and provide each other access to their respective books, records and employees as are reasonably requested in connection with the matters addressed in this Section 2.06. Within 60 days after the Closing Date, Purchaser shall determine the Closing Date Net Working Capital and when collected including base rentsshall provide Seller with written notice of such determination, escalations, additional rent along with reasonable supporting information and percentage rent calculations (the “RentsPurchaser’s Determination”) as further described below;). (c) WaterIf Seller objects to Purchaser’s Determination, sewerthen it shall provide Purchaser written notice thereof within thirty (30) days after receiving Purchaser’s Determination; provided, gasthat Seller and Purchaser shall be deemed to have agreed upon all items and amounts that are not disputed by Seller in such written notice. If the Parties are unable to agree on the Closing Date Net Working Capital within one hundred twenty (120) days after the Closing Date, electricthe Parties shall refer such dispute to a firm of nationally recognized independent public accountants mutually acceptable to Purchaser and Seller (the “Independent Accountant”), vault which firm shall make a final and fuel chargesbinding determination as to only those matters in dispute with respect to this Section 2.06(c) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Accountant shall not have the power to modify or amend any term or provision of this Agreement and the determination of the Independent Accountant, if any;not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts presented in Purchaser’s Determination or in Seller’s written disagreement of such calculation. The fees, expenses and costs of the Independent Accountant in connection with such determination shall be borne by Seller, on the one hand, and by Purchaser, on the other hand, based upon the percentage that the amount not awarded to such Party bears to the amount actually contested by such Party. If Seller does not object to Purchaser’s Determination within the time period and in the manner set forth in the first sentence of this Section 2.06(c) or if Seller accepts Purchaser’s Determination, the Closing Date Net Working Capital set forth in Purchaser’s Determination shall become final and binding upon the Parties hereto for all purposes hereunder. (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; If (ei) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; Date Net Working Capital (g) as finally agreed upon between Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid and Seller or as finally determined by the tenants listed on Exhibit U (including the amount of such termination paymentsIndependent Accountants) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed.minus

Prorations. All income normal and expenses in connection with the operation of the Property shall be apportionedcustomarily proratable items, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, rents, operating expenses and leasing commissions, other expenses and fees, and payments relating to any deferred rent received after agreements affecting the Property which survive the Closing, shall be prorated as of the Closing which relates Date, Seller being charged and credited for all of same attributable to a the period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for up to the Closing Date (and thereafter (credited for any amounts paid by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. All unapplied Deposits under Tenant Leases, if any, shall be transferred by Seller to Purchaser at the Closing. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or install- ments of assessments, such proration shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, however, that in the event that any of actual figures (whether for the Leases or subleases, if any, covering all or part assessed value of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (etax rate) Amounts paid pursuant to all transferable licenses and permitsfor the year of Closing are not available at the Closing Date, on the basis of proration shall be made using figures from the fiscal preceding year for the figures which levied; (f) Assessments but only are unavailable for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser of Closing. The proration shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser be final and a seller in comparable commercial transactions unadjustable except as provided in the area in which the Property is locatedfollowing paragraph. The provisions of this Section 11.2 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provisions of this Section 8.4 cannot be prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing and for a period (the delivery "Proration Period") from the Closing Date until one hundred twenty (120) days after the Closing Date. Neither party hereto shall have the right to require a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the Proration Period one of the Deedparties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party together with a copy of its good faith recomputation of the proration and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within the Proration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. All income 8.5.1 Rentals (including all pre-paid rent), revenues, and other income, if any, from the Property; taxes, assessments and improvement bonds (on the basis of each such item's current tax fiscal year of closing); service or other contract fees; interest due and payable under any Loan Obligations assumed by Buyer; an amount to Seller equal to the balance of any escrow, impound or reserve accounts held by the holder of any Loan Obligations assumed by Buyer which will inure to the benefit of Buyer; all utility deposits, if any; and other expenses in connection with the operation of affecting the Property shall be apportioned, prorated between Buyer and Seller as of 11:59 p.m. (Eastern time) on the day prior Closing Date; provided, however, that Seller shall receive a credit at the Closing in an amount equal to the rentals that are delinquent as of the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title but only to the extent that such delinquent rentals are due and owing from Tenants occupying a portion of the Property during on the entire Closing Date; and provided further, that Buyer shall be entitled to any and all payments subsequently received in satisfaction of such thatdelinquent rentals, except as otherwise expressly provided notwithstanding the fact that such rentals are attributable to a period prior to Closing. For purposes of calculating prorations, Buyer shall be deemed to be title holder of the Property, and therefore entitled to the contrary in this Agreementincome and responsible for the expenses, after 12:01 a.m. on the Closing Date. After the Closing, Seller shall have no right to proceed in any manner or make any claim against Tenants for rents that were delinquent as of the benefit Closing Date, except to the extent that any such person no longer occupies any portion of income and the burden of expenses for Property. All non-delinquent real estate taxes or assessments on the day preceding Property shall be prorated based on the actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has 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 real property taxes, including, without limitation, any deferred rent received after Closing which relates all supplemental taxes, allocable to a the period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for to the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering Buyer shall bear all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal real property taxes) as more particularly set forth below , including, without limitation, all supplemental taxes, allocable to the period from and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating after the Closing. If any expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining attributable to the Property which and allocable to the period prior to the Closing are customarily prorated between a purchaser 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 a seller in comparable commercial transactions in Buyer shall bear all expenses allocable to the area in which period from and after the Property is locatedClosing. The provisions of this Section 11.2 8.5 shall survive the Closing and for a period of one (1) year. 8.5.2 Fifteen (15) days prior to the delivery Closing, Escrow Agent shall deliver to each of the Deedparties for their review and approval a preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") setting forth (i) the proration amounts allocable to each of the parties pursuant to this Section 8.5, and (ii) the Closing Costs. Based on each of the party's comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and obtain from and deliver to Seller and Buyer, at the Closing, a final, signed version of a closing statement (the "CLOSING STATEMENT").

Prorations. All income 6.7.1. Real property taxes, assessments, rents, security deposits, and cam expenses in connection with the operation of the Property shall be apportioned, prorated through Escrow between Buyer and Seller as of 11:59 p.m. (Eastern time) on the day Close of Escrow. Rents, security deposits and "CAM" expenses shall be approved by Buyer prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title Close of Escrow. Any delinquent rents collected by Buyer shall be paid to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller. Seller shall have the benefit right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable or commence eviction proceedings against any such Tenant. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of income and the burden of expenses for the day preceding the Closing Date (includingEscrow, without limitation, Buyer receives any deferred rent received after Closing which relates further or supplemental tax ▇▇▇▇ relating to a any period prior Closingto 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 Purchaser shall have the benefit taxing authority their respective shares of income such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current tenant improvements with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already transactions entered into prior to execution of this Agreement shall be paid pursuant 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 and for Lease renewals executed and expansion options exercised after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis primary term of the fiscal year for 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 levied; (f) Assessments but only for under the annual installment for terms of this Agreement specifically become the fiscal year obligation of Buyer), brought by third parties and based on events occurring on or before the date of closing and which are in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining any way related to the Property Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the date of closing and which are customarily prorated between a purchaser in any way related to the Property, and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing all expenses related thereto, including, but not limited to, court costs and the delivery of the Deedattorneys' fees.

Prorations. All income and expenses in connection of the Properties shall be apportioned as of 12:01 a.m. on the Closing Date, with the operation Operating Partnership being deemed to be the owner of the Property Interests during the entire day on which the Closing Date occurs and being entitled to receive all revenue of the Properties, and being obligated to pay all expenses of the Properties, with respect to such day. (i) Such prorated items shall include the following: (A) all rents and any other income with respect to the Properties received by the Closing Date, if any, and for the current month not yet delinquent. Such proration of rents shall be apportioned, as of 11:59 p.m. based on a rent roll updated not less than one (Eastern time1) on the day prior to the Closing Date; (B) taxes and assessments (including personal property taxes on the Personal Property) levied against the Properties; (C) subject to rights under Leases regarding payments or prorations of utility payments by tenants (which will be governed by the rent proration provision described in Section 4.3(a)(i)(A) above), (utility charges for which the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesContributors are liable, if any, covering all or part such charges to be apportioned at the Closing on the basis of the Property provide that most recent meter reading occurring prior to the tenants or subtenants thereunder are responsible for direct payment of any of Closing (dated not more than fifteen (15) days prior to the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (aClosing) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesor, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsunmetered, on the basis of the fiscal year a current ▇▇▇▇ for which leviedeach such utility; (fD) Assessments but only for all amounts payable with respect to Assumed Liabilities in effect as of the annual installment for the fiscal year in which the Closing occursClosing; (gE) Purchaser credit shall receive a credit against be given to the Purchase Price Contributors for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenantsClosing; and (hF) Any any other operating expenses or other items pertaining to the Property Properties which are customarily prorated between a purchaser transferor and a seller in comparable commercial transactions transferee of real estate in the area county in which the Property is Properties are located. The provisions of . (ii) Notwithstanding anything contained in this Section 11.2 4.3(a), the following shall apply: (A) The Operating Partnership shall be entitled to a credit against the Contributors’ Total Consideration to be delivered in the form of Partnership Units for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 4.3(a)(i)(E) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (B) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributors at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributors. In the event that the Contributors have paid prior to the Closing any real estate taxes or assessments related to the Properties applicable to the period after the Closing Date, the Contributors shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or a proration was made at the Closing, the Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributors or the Operating Partnership. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributors shall pay all such additional amounts. If, after the Closing, the Contributors or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be refunded to any tenant of the Properties shall be delivered to or retained by, as the case may be, the Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, the Contributors. Subject to Section 1.12, the Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (C) Charges referred to in Section 4.3(a)(i)(C) which are payable by any tenant directly to a third party shall not be apportioned hereunder, and the Operating Partnership shall accept title subject to any of such charges unpaid and the Operating Partnership shall look solely to the tenant responsible therefor for the payment of such charges. As to utilities and other operating expenses for which the Contributors are responsible, the Contributors may upon notice to the Operating Partnership elect to pay one or more of all of said items accrued to the date fixed for apportionment pursuant to this Agreement directly to the person or entity entitled thereto, and to the extent the Contributors so elects, such item shall not be apportioned hereunder, and the Contributors’ obligation to pay such item directly in such case shall survive the Closing and or any termination of this Agreement; (D) The Operating Partnership shall take all steps necessary to effectuate the delivery transfer of all utilities to the name of the Deed.Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and provide the Contributors with written evidence of the transfer at or prior to Closing. The Contributors shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (E) Unpaid rent from a tenant delinquent at Closing collected by the Operating Partnership or the Contributors after the date of Closing shall be delivered as follows: (a) if the Contributors collects any such unpaid delinquent rent, the Contributors shall, within fifteen (15) days after the receipt thereof, deliver to the Operating Partnership any such rent which the Operating Partnership is entitled to hereunder relating to the date of the Closing and any period thereafter, and (b) if the Operating Partnership collects any such unpaid delinquent rent, the Operating Partnership shall, within fifteen (15) days after the receipt thereof, deliver to the Contributors any such rent to which the Contributors are entitled hereunder relating to the period prior to the date of Closing. The parties agree that (i) all rent received by the Contributors or the Operating Partnership within the first sixty (60) day period after the date of Closing from a tenant delinquent at Closing shall be applied first to delinquent rent, if any, in the order of their maturity, and then to current rent, and (ii) all rent received by the Contributors or the Operating Partnership after the first sixty (60) day period after the date of Closing from a tenant delinquent at Closing shall be applied first to current rent and then to delinquent rent, if any, in the inverse order of maturity. The Operating Partnership will use commercially reasonable efforts after Closing to collect all rents in the usual course of the Operating Partnership’s operation of the Property Interests, but the Operating Partnership will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents, except in the Operating Partnership’s sole discretion;

Prorations. All income Rent, Taxes (other than Transfer Taxes discussed in Section 6.12), utilities, and prepaid expenses related to the Purchased Assets shall be prorated between Seller and Buyer as of the Closing Date. The portion of any such Taxes that are treated as arising during or attributable to the Pre-Closing Tax Period for purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth; (ii) imposed in connection with the operation sale, transfer or assignment of property; or (iii) required to be withheld, deemed to be equal to the Property shall amount which would be apportioned, as of 11:59 p.m. (Eastern time) payable if the taxable year for such purposes ended on the day prior to the Closing Date; and (b) in the case of any other Taxes, (including any property Taxes, deemed to be the “Cut Off Time”) as if Purchaser were vested with title amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period, without regard to the Property during the entire Closing Date, such that, except as otherwise expressly provided date of assessment. All obligations due in respect of periods prior to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding including the Closing Date (includingother than Cure Claims), without limitationincluding any Pre-Closing Tax Period, any deferred rent received shall be the obligations of Seller, and all obligations due in respect of periods after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date to the extent related to the Purchased Assets shall be the obligations of and thereafter (provided, however, that shall be paid in the event that full or otherwise satisfied by Buyer. Seller shall provide reimbursement for any of the Leases Tax or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible other obligation for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid it is liable pursuant to any Service Agreements; this Section 6.13 that is payable or paid by Buyer within twenty (e20) Amounts paid pursuant to all transferable licenses and permits, days after written demand therefore. Rent shall be prorated on the basis of the fiscal year for which levied; a thirty (f30) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedday month.

Prorations. (a) All income and expenses arising from the conduct of the business and operations of the Cox Stations and the RRC Station on the one hand, and the Salem Station, on the other hand, shall be prorated between Cox and Salem in accordance with generally accepted accounting principles as of 12:01 a.m., on the Closing Date. Such prorations shall include, without limitation, all ad valorem and applicable property taxes, business and license fees, annual FCC regulatory fees, power and utility expenses, rents (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation of the Property Stations. The parties shall use commercially reasonable efforts to provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, to the extent practicable, shall be apportioned, made on and as of 11:59 p.m. (Eastern time) the Closing Date. As to those prorations and adjustments not ascertained on the day prior to the Closing Date, adjustments and prorations shall be made in accordance with the procedures set forth in SECTIONS 4.2(C) and 4.2(D); (c) Within ninety (90) days of the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such thatCox shall deliver to Salem a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Salem Station (the "Cox Proration Schedule"). The Cox Proration Schedule shall be conclusive and binding upon Salem unless Salem provides Cox with written notice of objection (the "Notice of Disagreement") within one hundred twenty (120) days after the Closing Date, except which notice shall state the prorations of expenses proposed by Salem ("Salem's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or reject Salem's Proration Amount. Payment by Salem or Cox, as otherwise expressly provided the case may be, of the proration amounts determined pursuant to this SECTION 4.2(C) shall be due fifteen (15) days after the last to occur of (i) Salem's acceptance of the Cox Proration Schedule or failure to give Cox a timely Notice of Disagreement and (ii) Cox's acceptance of Salem's Proration Amount or fai▇▇▇▇ to reject Salem's Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; (d) Within ninety (90) days of the Closing Date, Salem shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Cox Stations and the RRC Station (the "Salem Proration Schedule"). The Salem Proration Schedule shall be conclusive and binding upon Cox unless Cox provides Salem with a Notice of Disagreement within one hundred twenty (120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Cox ("Cox's Proration Amount"). Salem shall have fifteen (▇▇) days from receipt of a Notice of Disagreement to accept or reject Cox's Proration Amount. Payment by Cox or Salem, as ▇▇▇ ▇ase may be, of the proration amounts determined pursuant to this SECTION 4.2(D) shall be due fifteen (15) days after the last to occur of (i) Cox's acceptance of the Salem Proration Schedule ▇▇ ▇▇ilure to give Salem a timely Notice of Disagreement and (ii) Salem's acceptance of Cox's Proration Amount or failure to reject Cox's Pr▇▇▇▇▇on Amount within fifteen (15) days of rec▇▇▇▇ of a Notice of Disagreement; and (e) In the event of any disputes between the parties as to the contrary prorations and adjustments described in this Section, the amounts not in dispute shall nonetheless be paid at the time provided in this Section and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or Salem or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by Salem. Any payment required by Cox to Salem or by Salem to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in the United States as designated by such party in the Salem Proration Schedule or Cox Proration Schedule, as the case may be. If either Cox or Salem fails to pay when due any amount under SECTION 4.2(C) or 4.2(D), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two ---- percent (2%), and such interest shall be payable upon demand. Notwithstanding the provisions of SECTION 4.2(C), (D) and (E) of this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of any taxes to be prorated pursuant to this SECTION 4.2 is not known by ninety (90) days after the termination fee paid by Closing Date, then the tenants listed on Exhibit U (including amount will be estimated as of such date, and once the amount of such termination payments) in connection with Lease modification taxes is known, Salem shall pay to Cox, or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining Cox shall pay to Salem, as the Property which are customarily prorated between case may be, the net amount due as a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery result of the Deedactual apportionment of such taxes.

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern timea) on the day prior to On the Closing Date, all utility charges and other similar periodic obligations (other than Taxes, which shall be allocated as provided in Section 7.03), related to the Owned Real Property transferred at the Closing shall be prorated as of the Closing. Whenever possible, such prorations shall be based on actual, current payments by Seller, and to the extent such actual amounts are not available, such prorations shall be estimated as of the Closing based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by Purchaser and Seller, and Purchaser or Seller, 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 and Seller. (b) Purchaser and Seller shall cooperate in good faith to resolve any dispute with respect to prorations. In the event Purchaser and Seller are unable to resolve such dispute within fifteen (15) days after the date such dispute arose, Purchaser and Seller jointly shall engage the firm of Deloitte & Touche LLP (the “Cut Off TimeAccounting Firm”) to resolve such dispute. As promptly as if practicable, but in no event more than fifteen (15) days thereafter, Purchaser were vested with title and Seller shall each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of the dispute to the Property during Accounting Firm. As promptly as practicable, but in no event more than fifteen (15) days thereafter, Purchaser and Seller shall cause the entire Closing DateAccounting Firm to choose one of the parties’ positions based solely upon the presentations by Purchaser and Seller. The parties shall share the expenses of the Accounting Firm equally. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties and may be enforced by a court of competent venue and jurisdiction. When the determination of the Accounting Firm becomes final, Purchaser or Seller, as applicable, shall promptly pay (but no later than ten (10) Business Days after such that, except as otherwise expressly provided determination is made) the determined amount to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date other party. (including, without limitation, any deferred rent received after Closing which relates to a period prior Closingc) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in In the event that any of the Leases amount due to Seller or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes Purchaser under this Article XI, shall include personal property taxes) as more particularly Section 1.06 is not paid within the time period set forth below and in Section 11.3(b); for payment above, the payor thereof shall pay interest on such amount due at a rate of twelve percent (b12%) Rents as and when collected including base rentsper annum, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses which shall accrue from the due date for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining payment to the Property which are customarily prorated between date of actual payment, based on a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed360-day year.

Prorations. All income (a) Subject to the provisions of this Paragraph 11, all revenues and expenses relating to the Property, including without limitation, non-delinquent real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis as of the Close of Escrow; provided, that rent shall be prorated only for the calendar month in which the Close of Escrow shall occur. Such proration shall be made as of 12:01 a.m. California time on the Closing Date (the "Proration Time"). All monthly prorations shall be calculated on actual days of the applicable month and all annual prorations shall be calculated based on a 365-day year. Not less than two (2) business days prior to the Close of Escrow, Seller and Buyer shall agree upon a schedule of expenses and prorations ("Proration and Expense Schedule"). If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment because the information is unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available, but in all events no later than sixty (60) days after the Close of Escrow (the "Final Proration Date"). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. The obligations of the parties under this Paragraph 11 shall survive the Close of Escrow until the Final Proration Date and shall not merge with the Deed. The foregoing terms of this subsection (a) are subject to the terms of Paragraphs 11(b), (c), (d), (e) (f) and (g) below. (b) Seller shall have no responsibility for the payment of commissions which relate to any future expansion or lease renewal which occurs after the Closing, provided that Seller shall be responsible for the costs of tenant improvement work, tenant improvement allowances and third-party leasing commissions relating to the initial term of those Leases executed as of the Opening of Escrow. In connection with the operation preceding sentence, if any such tenant improvement work is not completed or any such leasing commissions not fully paid, then the applicable construction contract(s) and/or commission agreement(s) shall be assigned in favor of Buyer and assumed by Buyer and Buyer shall be entitled to a credit against the Purchase Price equal to the portion of such tenant improvement costs and leasing commissions due and owing by Seller as of the Property Close of Escrow (and Buyer shall be apportionedresponsible to pay such unpaid tenant improvement costs and leasing commissions). Conversely for any New or Current Leases (as defined in Section 21.1 of this Agreement) that is approved during Escrow by Buyer, Buyer shall be responsible (provided the transaction as contemplated by this Agreement closes) for payment of 11:59 p.m. all leasing commissions and tenant improvements under New or Current Leases that are approved by Buyer during the Escrow Period. Notwithstanding the foregoing, in no event shall Buyer have any responsibility for any payments, including leasing commissions and tenant improvements, that are part of or related to Approved Tenant Relocations pursuant to Section 7.2.4. (Eastern timec) on Seller shall not be responsible for any charges, fees, assessments or other amounts relating to utilities for the day period from and after the Closing Date, including, without limitation, those for sewer, electricity, water and gas (the "Utility Charges"). Buyer shall be responsible to have the applicable utility companies switch service into Buyer's name at Closing and shall be solely responsible to pay all Utility Charges accruing after the Closing Date. Without limiting the foregoing, Seller may instruct any utility company that Seller no longer owns the Property and shall not be responsible for Utility Charges accruing after Closing. (d) Buyer shall be credited and Seller shall be charged with any security deposits (including those that Seller is required to segregate from its assets and/or hold in trust for tenants) and advanced rentals in the nature of security deposits made by the lessees under any Leases which shall survive the Close of Escrow, except to the extent same have been applied in accordance with the terms of said Leases. (e) If Seller collects any rents or other income after the Closing Date which are attributable to any period of time from and after the Closing Date, Seller shall promptly remit such rents or other income directly to Buyer. If Buyer collects any rents or other income after the Closing Date which are attributable to any period of time prior to the Closing Date, (Buyer shall promptly remit such rents or other income directly to Seller. Rents and other income collected by Buyer after the “Cut Off Time”) as if Purchaser were vested with title Closing Date shall first be deemed attributable to any current rents or other income then due for any period after the Closing Date. Buyer shall ▇▇▇▇ and use reasonable efforts to collect rent and other arrearages that related to periods prior to the Property during Close of Escrow in the entire Closing Dateordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any such that, except as otherwise expressly provided to the contrary in this Agreement, rent or other arrearages. Seller shall have the benefit no right to seek collection of any rents or other income and the burden of expenses for the day preceding (including operating expense pass-throughs) applicable to any period before the Closing Date (including, without limitation, from any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit tenants who are in arrears as of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied;Date. (f) Assessments but For purposes of this Section: “CAM Expenses” shall mean common area maintenance expenses and other charges that are chargeable to tenants at the Property, “CAM Collections” shall mean CAM Expenses collected from the Tenants. Buyer and Seller acknowledge that currently Air Tahiti is the only Tenant being charged such expenses. The CAM collections for Air Tahiti shall be prorated as of the Closing Date. On the Close of Escrow, Seller shall provide Buyer, all in electronic form, a tenant worksheet for Air Tahiti including tenant base year calculations with appropriate supporting documentation, all year-to-date tenant ▇▇▇▇▇▇▇▇ and payments for the annual installment current year, and original operating expense estimates for the fiscal current year with supporting documentation, operating expense gross-up calculations, and a year-to-day general ledger for CAM Expenses the current year (collectively, the “Reconciliation Support”). Upon the Close of Escrow, Seller shall provide Buyer with the Reconciliation Support for the year prior to the calendar year in which the Close of Escrow occurs. Upon Buyer’s written notice to Seller of any claim made by a for an amount due to such tenant with respect to year to date prior to the Closing occurs; or prior years, Seller shall be obligated to (gi) Purchaser shall receive a credit against the Purchase Price at Closing respond to reasonable requests for the amount of the termination fee paid information by the tenants listed on Exhibit U tenant, (including ii) work directly with the amount of such termination paymentstenant to resolve the claim in a good faith manner, (iii) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining pay to the Property applicable tenant any amount which are customarily prorated between a purchaser may be due from landlord under such tenant’s lease for Seller’s CAM Period and a seller in comparable commercial transactions in the area in which prior years, and (iv) indemnify, defend and hold Buyer harmless from and against any claims, demands, causes of actions, costs and expenses, including reasonably attorney’s fees and costs arising out of any audit by any tenant at the Property is locatedfor any period prior to the Closing Date. The provisions of this Section 11.2 11(f) shall survive the Closing and the delivery Close of the DeedEscrow.

Prorations. All income General real property taxes and assessments for the current year relating to the Property, rents, service contracts, sewer use tax, utilities, operating expenses, and all other expenses in connection with related to the ownership and operation of the Property shall be apportioned, prorated as of 11:59 p.m. (Eastern time) on midnight of the day immediately preceding the Closing Date and shall be adjusted in cash at the Closing. No prorations will be made for delinquent rents until actually collected. If at the time of Closing there are past due rents and Seller is entitled to all or part of the same, Seller agrees that the first rentals received by Purchaser subsequent to the Closing from said delinquent tenant or tenants shall be applied to the payment of rents then due, and, thereafter, to rents which accrued prior to Closing. Purchaser shall use reasonable commercial efforts to collect all delinquent rents, if any, and any such rents, if received, after application by Purchaser to rents then due, shall be received by Purchaser for the account of Seller and be promptly remitted by Purchaser to Seller upon receipt, provided that Purchaser shall have no obligation to institute any legal action or otherwise employ an attorney or collection agent with respect to any delinquent rents. All rent applicable to periods prior to the Closing Date collected by Purchaser after Closing will be prorated to the Closing Date, if and when received. Any delinquent rents not so collected by Purchaser within a period of ninety (90) days following the “Cut Off Time”Closing shall remain the property of Seller, who may pursue the remedies for collection thereof (not including termination of or any action adversely affecting the particular Lease), for its own account, as it may deem advisable. If within ten (10) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding days after the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of any prorated item shall prove to have been incorrect, the termination fee paid by party in whose favor the tenants listed on Exhibit U error was made shall pay the sum necessary to correct the error to the other party within ten (including the amount 10) business days after receipt of proof of such termination payments) in connection with Lease modification or termination agreements executed by error from the other party, provided that such tenants; and (h) Any other operating expenses or other items pertaining proof is delivered to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property party from whom payment is located. The provisions of this Section 11.2 shall survive the requested within ten (10) days from Closing and the delivery of the DeedDate.

Prorations. (a) All income revenues and expenses in connection with relating to the operation of the Purchased Property shall be apportioned, prorated between Seller and Purchaser as of 11:59 p.m. (Eastern time) on the day Closing Date (the “Proration Time”), with revenues and expenses first accruing or relating to the period on or prior to the Proration Time being for the account of Seller and revenues and expenses first accruing or relating to the period after the Proration Time being for the account of Purchaser. Prorations credited to Purchaser shall reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as follows: (i) unpaid city, state, and county ad valorem taxes for the year in which the Closing occurs and for any prior year not yet paid, based on the ad valorem tax bills for the Purchased Property, if then available for such year, or if not, then on the basis of the ad valorem tax bill for the Purchased Property for the immediately preceding year shall be credited to Purchaser; provided, however, if any such taxes for the year in which the Closing occurs have been paid by Seller, Seller shall receive a prorated credit on such amounts. (If such proration is based on an ad valorem tax bill for the immediately preceding year and should such proration prove to be inaccurate on receipt of the ad valorem tax bill for the Purchased Property for the year of Closing, then either Seller or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such malapportionment); (ii) unpaid sanitary sewer taxes and utility charges, if any, for the period on or prior to the Proration Time shall be credited to Purchaser, provided, however, that Purchaser may elect, prior to Closing, to require that the meters for all utility charges be read and terminated as of midnight on the Closing Date, in which case Seller shall be responsible for and shall pay for all such charges first accruing or relating to the period on or prior to the Closing Date; (iii) all payment obligations under the Assumed Contracts and Leases first accruing or related to the period on or prior to the Closing Date shall be credited to Purchaser; and (iv) resident rents and other revenues (including Prepaids and Deposits, if any) first accruing or related to periods after the Closing Date shall be credited to Purchaser. Purchaser and Seller shall prepare a proposed schedule (the “Cut Off TimeProration Schedule”) as if Purchaser were vested prior to Closing, including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with title regard to the Purchased Property. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (2) business days prior to Closing. (b) Seller shall receive all income from the Purchased Property during attributable to the entire period prior to the Proration Time and shall, unless otherwise provided for in this Agreement, be responsible for all expenses of the Purchased Property attributable to the period prior to the Proration Time. In the event Purchaser receives after the Closing DateDate any payment from a resident specifically identified (including by reference to an invoice number) as for rent due for any period prior to the Proration Time or payment of any other receivable of Seller similarly identified, Purchaser shall forward such thatpayment to Seller. Other payments received from a resident after the Closing Date shall be allocated first to any current balances due Purchaser from such resident with any excess paid over to Seller for any unpaid receivables from the period prior to the Proration Time. (c) Purchaser shall receive all income from the Purchased Property attributable to the period from and after the Proration Time and shall, except as otherwise expressly provided to the contrary for in this Agreement, be responsible for all expenses of the Purchased Property attributable to the period from and after the Proration Time. In the event Seller or Seller’s affiliates receive any payment from a resident for rent due (or any other payment due Purchaser) for any period from and after the Proration Time, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates forward such payment to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any;. (d) Operating expenses If Closing is at or near the end of a calendar month, Purchaser may request Seller’s reasonable assistance to collect rents from residents for the Property including sums due next calendar month after Closing where rents are paid by autopayment, by automated clearing house (ACH) or already paid pursuant similar payment or draws from bank accounts. If Seller does so assist Purchaser with such collections, Seller shall transfer to Purchaser the amount of such collections by the fifteenth (15th) of such calendar month following Closing or within five (5) business days of collecting such amounts from the applicable residents, whichever is later. Purchaser shall pay or reimburse Seller for any Service Agreements;third party out of pocket expense incurred in connection with providing such assistance. (e) Amounts The parties agree that any amounts that may become due under this Section 3.4 shall be paid pursuant at Closing as can best be determined. A post-Closing reconciliation of prorated items as well as a final reconciliation of accrued employee vacation, sick pay and bonuses included in the Assumed Liabilities shall be made by the parties within ninety (90) days after Closing and any amounts due at that time shall be promptly forwarded to all transferable licenses the respective party to whom such amounts are due in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 3.4 which cannot be determined within ninety (90) days after Closing (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and permits, on Seller agree that each shall have the basis right to audit the records of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) other in connection with Lease modification or termination agreements executed by any such tenants; and (h) post-Closing reconciliation. Any other operating expenses or other items pertaining payments made pursuant to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 3.4 shall survive the Closing and the delivery of the Deedbe treated as a purchase price adjustment for income tax purposes.

Prorations. All income (a) Subject to the other provisions of this Section 8.5, the following matters and expenses in connection with the operation of the Property items shall be apportionedprorated and apportioned between the parties hereto, or, where applicable, credited in total to a particular party, as of 11:59 p.m. (Eastern time) pm on the day prior to before the Closing Date, Date (the “Cut Off Time”), with net credits, whether in favor of Buyer or Seller, to be settled in cash at the Closing; and for purposes of calculating prorations, (i) as if Purchaser were vested with Seller shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof up to the Cut Off Time, and Buyer to be in title to the Property during on and after the entire Cut Off Time, and (ii) all prorations shall be made on the basis of the actual number of days of the year and month that have elapsed as of the Closing Date. (b) Rents that have been collected for the month of the Closing will be prorated at the Closing, effective as of the date of the Closing. Not less than five (5) business days prior to Closing, Seller shall furnish to Buyer a schedule of all rents from Tenant which are then due and payable but which have not been collected. With regard to due and payable rents that are uncollected as of the Closing Date, such that(i) no proration will be made at the Closing, (ii) Buyer shall make a reasonable effort after the Closing to collect the rents in the usual course of Buyer’s operation of the Property, and (iii) Buyer shall apply all rents collected (A) first to the then-current month’s rental obligation due from Tenant, (B) then second towards any delinquent amounts relating to the period from and after the Closing Date, and (C) then third towards delinquent rents owed to Seller with respect to the period prior to the Closing Date. It is further agreed, however, that Buyer will not be obligated to institute any lawsuit or other collection procedures to collect uncollected rents, and Seller shall not be entitled to s▇▇ the Tenant to collect same. Notwithstanding any of the foregoing provisions to the contrary, rents collected by Buyer after the Closing Date applicable to the month of Closing and to which Seller is entitled shall be promptly paid to Seller, and any rents received by Seller after the Closing Date applicable to the month of Closing and to which Buyer is entitled, shall be promptly paid to Buyer. There are no common area maintenance expenses, administrative fees, insurance costs and property management fees payable to Seller by Tenant under the Lease. There is no security deposit made or required to be made by Tenant under the Lease. (c) There shall be no proration of real estate taxes as Tenant pays real estate taxes directly to the applicable governmental authority and has paid the first installment of 2019 real estate taxes payable in 2020. (d) Buyer shall pay the following costs of closing this transaction: (1) Any and all expense(s) incurred by Buyer or its representative(s) in inspecting or evaluating the Property, except as otherwise expressly provided to the contrary in this Agreement; (2) The cost of any extended coverage or special endorsements to the Title Policy, Seller shall have including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any cancellation charge(s) imposed by the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that Title Company in the event that a Title Policy is not issued, unless caused by default of Seller hereunder; (3) Any and all recording fees for the Deed; (4) One-half of any of and all escrow fees associated with the Leases or subleasespurchase and sale transaction contemplated herein, and all escrow fees associated with Buyer’s financing, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):; and (a5) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below The fees and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements;disbursements of Buyer’s counsel. (e) Amounts paid pursuant to Seller shall pay the following costs of closing the transaction: (1) One-half of any and all transferable licenses escrow fees; (2) Any and permitsall state and county real estate transfer, on stamp or documentary taxes; (3) All title charges and the basis cost of the fiscal year Title Policy, excepting the cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for which leviedendorsements and/or deletion(s) of exception items and any cancellation charge(s) imposed by the Title Company in the event a Title Policy is not issued, unless caused by default of Seller hereunder; (4) Subject to Section 4.1(a), all costs relating to the Survey; (5) Except as set forth in Section 8.5(d)(3) above, any and all recording fees; and (6) The fees and disbursements of Seller’s counsel. (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 8.5 shall survive the Closing and the delivery of the DeedClosing.

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, apportioned as of 11:59 p.m. (Eastern time) 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the 23 entire day on which the Closing Date occurs and being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) Such prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, if any, and for the current month not yet delinquent. Such proration shall be based on an operating statement updated not less than 1 day prior to the Closing Date, ; (ii) taxes and assessments (including personal property taxes on the “Cut Off Time”Fixtures and Personal Property) as if Purchaser were vested with title to levied against the Property during Property; (iii) utility charges for which the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesContributor is liable, if any, covering all or part such charges to be apportioned at the Closing on the basis of the Property provide that most recent meter reading occurring prior to the tenants or subtenants thereunder are responsible for direct payment of any of Closing (dated not more than 15 days prior to the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (aClosing) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesor, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsunmetered, on the basis of a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the fiscal year Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which levied; shall be transferred to the Operating Partnership at the Closing; (fvi) Assessments but only room charges for the annual installment for the fiscal year in which night before the Closing occurs; (g) Purchaser shall receive a credit against Date and ending on the Purchase Price at Closing for the amount morning of the termination fee paid by Closing Date shall be split between the tenants listed Contributor and the Operating Partnership on Exhibit U a fifty/fifty (including the amount of such termination payments50/50) in connection with Lease modification or termination agreements executed by such tenants; and basis and (hvii) Any any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser transferor and a seller in comparable commercial transactions transferee of real estate in the area county in which the Property is located. The provisions of (b) Notwithstanding anything contained in this Section 11.2 6.2.1, the following shall survive apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the delivery Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributor. In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or a proration was made at the Closing, the Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the Deed.refunds related to a period prior to the Closing that is required to be refunded to any tenant of the Property shall be delivered to or retained by, as the case may be, 24

Prorations. ​ 6.2. 1Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, apportioned as of 11:59 p.m. (Eastern time) 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day, except as provided in (a)(vi), below. ​ (a) Such prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, if any, and for the current month not yet delinquent. Such proration shall be based on an operating statement updated not less than 1 day prior to the Closing Date, ; ​ (ii) taxes and assessments (including personal property taxes on the “Cut Off Time”Fixtures and Personal Property) as if Purchaser were vested with title to levied against the Property during Property; ​ (iii) utility charges for which the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesContributor is liable, if any, covering all or part such charges to be apportioned at the Closing on the basis of the Property provide that most recent meter reading occurring prior to the tenants or subtenants thereunder are responsible for direct payment of any of Closing (dated not more than 15 days prior to the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (aClosing) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesor, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsunmetered, on the basis of the fiscal year a current ▇▇▇▇ for which levied;each such utility; ​ (fiv) Assessments but only all amounts payable with respect to Assumed Liabilities in effect as of the Closing; ​ (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; if the Existing Loan is not assumed by the Operating Partnership, amounts in such accounts and reserves shall be the Property of Contributor and not result in a reduction of the Contributor’s Total Consideration. ​ (vi) room charges for the annual installment for the fiscal year in which night before the Closing occurs;Date and ending on the morning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and ​ (gvii) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser transferor and a seller in comparable commercial transactions transferee of real estate in the area county in which the Property is located. The provisions of ​ (b) Notwithstanding anything contained in this Section 11.2 6.2.1, the following shall survive apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; ​ (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributor. In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the ​ ​ re-proration of real estate taxes and assessments for which a credit was given or a proration was made at the Closing, the Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be refunded to any tenant of the Property shall be delivered to or retained by, as the case may be, the Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; ​ (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and provide the Contributor with written evidence of the transfer at or prior to Closing. The Contributor shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; ​ (iv) The net proration credit to or charge against the Contributor on account of the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and ​ (v) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, the Deed.Operating Partnership shall prepare a final proration statement which shall be subject to the Contributor’s reasonable approval. Upon the Contributor’s acceptance and approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and final. To the extent any reconciliation is required, the Operating Partnership shall be permitted to offset any amounts by adjusting the Series T Limited Units transferred to the Contributor. ​

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned(a) Rents, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, percentage rents, if any, and any deferred rent additional charges and expenses payable by tenants under Leases, all as and when actually collected; real property taxes and assessments; intangible and personal property taxes; all other income from the Property; water, sewer, electricity (to the extent payable by Seller) and all other utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property, shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and is responsible for the expenses of the day of Closing), on the basis of a 365-day year. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant’s premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing which relates to shall be deemed a period prior Closing) and the Purchaser shall have the benefit payment of income and the burden of expenses for rent due after the Closing Date provided that Seller retains the right to collect any such rents and thereafter (other sums due from tenants for periods prior to Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to s▇▇ for collection. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the event that any Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes, insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the Leases income received from tenants over such base year amount or subleases, if any, covering all or part expense stop shall be calculated based on the total amount of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; incurred by both Seller and Buyer for the entire calendar (eor, if applicable, fiscal) Amounts paid pursuant to all transferable licenses and permitsyear, rather than on the basis amount of such expenses actually incurred by each party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). For Leases which do not have a base year amount or expense stop, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated based on the expenses actually incurred by each party for such year and each party’s period of ownership of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year Property, and otherwise in which the Closing occurs; (g) Purchaser accordance with this Section 8.5(a). The amount of any cash security deposits held by Seller under Leases shall receive a credit be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall execute and deliver documents reasonably required to transfer the benefit of such security deposits to Buyer. Seller shall receive credits at Closing for the amount of utility or other deposits with respect to the termination fee paid Property that are transferred to Buyer, if any. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, such amounts have not been collected, then the same shall be calculated at the request of either Buyer or Seller as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Upon request of either party, the parties shall provide a reasonably detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after Closing and to the manner in which such payments were applied, and shall make their books and records reasonably available for inspection by the tenants listed other party during ordinary business hours upon reasonable advance notice. Seller retains the right to pursue and control any tax appeals applicable to periods prior to the tax year of the Closing, and Buyer shall cooperate with Seller with respect to such appeals at no cost or expense to Buyer. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the account of Seller and relating to the period after Closing shall be for the account of Buyer. To the extent a party receives a refund belonging to the other party on Exhibit U account of the preceding sentence, the receiving party shall remit such refund (including net of attorneys’ fees and costs reasonably incurred in obtaining such refund) to the party entitled to such refund within five (5) business days of receipt thereof. Notwithstanding the foregoing, Buyer and Seller shall reasonably and jointly pursue and control any tax appeals applicable to the current tax year, and the parties shall prorate all costs incurred and recovered in connection therewith based on the portion of the proceeds of any tax appeal recovery allocable to each party’s respective period of ownership of the Property. If the proration at Closing of real property taxes varies from the final determination of real property taxes when a final tax b▇▇▇ is rendered, then at the written request of either party after Closing, the real property taxes shall be re-prorated between the parties to properly reflect the amount of such termination paymentsreal property taxes actually payable or paid. (b) Unless otherwise set forth herein, the closing costs associated with this transaction shall be paid as follows: Seller shall pay: (i) The documentary stamps and transfer taxes to be attached to the Deed; (ii) Recording fees with respect to documents which Seller elects to place of record in connection with Lease modification or termination agreements executed order to cure title objections raised by such tenantsBuyer to the extent Seller elects to cure the same, as fully described in said Section 4.2; (iii) One-half of the Escrow Agent’s fees and costs; and (hiv) Seller’s attorneys’ fees and costs. Buyer shall pay: (i) The recording fee required to record the Deed; (ii) Title charges including the cost of the Owner’s Title Insurance Commitment and Policy, including all search fees and premiums relating thereto; (iii) The cost of Survey ordered by Buyer; (iv) One-half of the Escrow Agent’s fees and costs; and (v) Buyer’s attorney fees. (c) Any other operating expenses or other items pertaining percentage rent received by either party shall be prorated within sixty (60) days after 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 which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. Property. (d) The provisions of this Section 11.2 8.5 shall survive the Closing and the delivery of the DeedClosing.

Prorations. All income (a) Except as otherwise hereinafter provided, at and expenses as of Closing, Purchaser and Seller shall prorate in connection with cash (i) real property taxes and assessments for the operation Club on the basis of the Property current fiscal year if and to the extent that Seller shall be apportioned, as of 11:59 p.m. (Eastern time) on liable for real property taxes and assessments under the day prior to the Closing DateReal Property Leases, (ii) rents under the “Cut Off Time”Real Property Leases, (iii) as if Purchaser were vested with title to rents under the Personal Property during Leases, (iv) utility and sewer charges, (v) payments under the entire Closing DateAssumed Contracts, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of (vi) operating expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates relating to a period prior Closingthe summer camp and tennis tournament operations of Seller), (vii) payments relating to Town Center and (viii) other items customarily prorated in transactions of this sort. Seller shall maintain in place all deposits under the Purchaser shall have Real Property Leases and all utilities and other deposits for the benefit of income and the burden Purchaser. Seller shall deliver to Purchaser at Closing any deposits under any Subleases that are to be Assumed Contracts. Purchaser shall not reimburse Seller, including without limitation by way of expenses a credit to Seller, for any such deposits under any Subleases that are to be Assumed Contracts so delivered by Seller to Purchaser. Purchaser shall reimburse Seller for all other such deposits, including without limitation by way of a credit to Seller, with an offsetting debit to Purchaser, in the Closing Date and thereafter (providedcalculation of the closing prorations. Purchaser shall not, however, that in be required to pay, or otherwise to bear the event that cost of, its share of any item to be prorated under both this Agreement and the Real Property Purchase Agreement more than once, i.e., Purchaser shall only be required to pay, or otherwise to bear the cost, of its share of any such item under one of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall two agreements but not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b);both agreements. (b) Rents No pro ration shall be made for insurance premiums on insurance policies of Seller (none of which Purchaser elects to accept and none of which Seller elects to assign), for management fees or for employee salaries, vacations, benefits, bonuses, payroll taxes or other employee costs. Seller shall terminate, or cause to be terminated, as of Closing all employees and when collected independent contractors working at the Club and shall pay, or cause to be paid, all employee salaries, vacations, benefits, bonuses, payroll taxes and other employee and independent contractor costs as of and including base rentsthe Closing Date. Subject to the willingness of such employees and independent contractors to be interviewed and, escalationsif asked by Purchaser, additional rent to be rehired, Purchaser shall be permitted to interview and, at its election, rehire, from and percentage rent after Closing, any or all of such terminated employees and independent contractors and shall provide all such rehired employees (“Rents”but not any rehired independent contractors) as further described below;with health care insurance and benefits and worker's compensation insurance generally consistent with that generally provided by Purchaser to its employees. (c) WaterAt and as of the Closing Date, sewerPurchaser and the Seller shall proportionately allocate all prepaid items of income, gasincluding, electricwithout limitation, vault monthly dues, dues paid more than one month in advance, and fuel chargesprepayments relating to the summer camp and tennis tournament operations of Seller. Notwithstanding anything contained herein to the contrary, if any; there shall be no proportionate allocation of initiation fees paid and collected in the Ordinary Course of Business. Membership dues and prepayments collected by Purchaser or Seller, as applicable, during the first 30 days following the Closing Date shall be applied (dA) Operating expenses first to any prorated amounts due Seller for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year month in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed.the

Prorations. All income and The Purchase Price shall be increased or decreased as required to effectuate the proration of expenses in connection with relating to the operation of KOFY. All expenses arising from the Property operations of KOFY and incurred by KOFY, including tower rental, business and license fees, utility charges, real and personal property taxes and assessments levied against the Broadcasting Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, employee compensation (including wages and salaries, accrued sick leave, severance pay and personal days) and similar prepaid and deferred items, shall be apportionedprorated between Pacific and Stockholders in accordance with the principle that Stockholders shall be responsible for all expenses, costs and liabilities allocable to the operations of KOFY for the period on or prior to and including the Effective Time, and Pacific shall be responsible for all expenses, costs and obligations allocable to the operations of KOFY for the period after the Effective Time as determined in accordance with Section 2.2.3 below, subject to the following: (a) There shall be no adjustment for, and Stockholders shall be solely liable with respect to, Liabilities and obligations under any Contracts listed on Schedule 1-F and under any Employee Benefit Plans and any other Excluded Pacific Liability. (b) Payments due under film or programming license agreements for the month in which the Closing occurs shall be prorated based on the number of days in such month on or before the Effective Time and the number of days in such month after and including the Effective Time. (c) There shall be no adjustment for any difference between the value of the goods or services to be received by Pacific as of 11:59 p.m. (Eastern time) on the day prior Effective Time under trade or barter agreements relating to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income KOFY and the burden value of expenses for any advertising time remaining to be run by Pacific as of the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates Effective Time under trade or barter agreements relating to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (KOFY; provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses this provision shall not apply to barter arrangements that do not arise under programming contracts, and which pertain to goods or services to be apportioned as between Seller and Purchaser): (a) Property taxes (retained by Shareholders after the Effective Date, which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedwill be prorated.

Prorations. (a) All income and expenses in connection with arising from the operation conduct of the Property business and operations of the Cox Stations and the RRC Station on the one hand, and the Salem Station, on the other hand, shall be apportioned, prorated between Cox and Salem in accordance with generally accepted accounting principles as of 11:59 p.m. (Eastern time) 12:01 a.m., on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller . Such prorations shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (includinginclude, without limitation, any all ad valorem and applicable property taxes, business and license fees, annual FCC regulatory fees, power and utility expenses, rents (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred rent received after Closing which relates items attributable to the ownership and operation of the Stations. The parties shall use commercially reasonable efforts to provide each other a period prior Closing) list of all known proratable items and the Purchaser shall have the benefit of income and the burden of expenses payables for the Stations at least five (5) days before the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b)Date; (b) Rents The prorations and adjustments contemplated by this Section, to the extent practicable, shall be made on and as of the Closing Date. As to those prorations and when collected including base rentsadjustments not ascertained on the Closing Date, escalations, additional rent adjustments and percentage rent (“Rents”prorations shall be made in accordance with the procedures set forth in SECTIONS 4.2(C) as further described belowand 4.2(D); (c) WaterWithin ninety (90) days of the Closing Date, sewerCox shall deliver to Salem a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Salem Station (the "Cox Proration Schedule"). The Cox Proration Schedule shall be conclusive and binding upon Salem unless Salem provides Cox with written notice of objection (the "Notice of Disagreement") within one hundred twenty (120) days after the Closing Date, gaswhich notice shall state the prorations of expenses proposed by Salem ("Salem's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or reject Salem's Proration Amount. Payment by Salem or Cox, electricas the case may be, vault of the proration amounts determined pursuant to this SECTION 4.2(C) shall be due fifteen (15) days after the last to occur of (i) Salem's acceptance of the Cox Proration Schedule or failure to give Cox a timely Notice of Disagreement and fuel charges, if any(ii) Cox'▇ ▇▇▇eptance of Salem's Proration Amount or failure to reject Salem's Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; (d) Operating expenses Within ninety (90) days of the Closing Date, Salem shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Property including sums due Cox Stations and the RRC Station (the "Salem Proration Schedule"). The Salem Proration Schedule shall be conclusive and binding upon Cox unless Cox provides Salem with a Notice of Disagreement within one hundred twenty (120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Cox ("Cox'▇ ▇▇▇ration Amount"). Salem shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or already paid reject Cox'▇ ▇▇▇ration Amount. Payment by Cox or Salem, as the case may be, of the proration amounts determined pursuant to any Service Agreements;this SECTION 4.2(D) shall be due fifteen (15) days after the last to occur of (i) Cox'▇ ▇▇▇eptance of the Salem Proration Schedule or failure to give Salem a timely Notice of Disagreement and (ii) Salem's acceptance of Cox'▇ Proration Amount or failure to reject Cox'▇ ▇▇▇ration Amount within fifteen (15) days of receipt of a Notice of Disagreement; and (e) Amounts In the event of any disputes between the parties as to the prorations and adjustments described in this Section, the amounts not in dispute shall nonetheless be paid pursuant at the time provided in this Section and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or Salem or any of their respective affiliates) mutually acceptable to all transferable licenses the parties with the fees and permitsexpenses of such accountant being paid one half by Cox and one half by Salem. Any payment required by Cox to Salem or by Salem to Cox, on as the basis case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the fiscal year for which levied; payee with a financial institution in the United States as designated by such party in the Salem Proration Schedule or Cox Proration Schedule, as the case may be. If either Cox or Salem fails to pay when due any amount under SECTION 4.2(C) or 4.2(D), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (f2%), and such interest shall be payable upon demand. Notwithstanding the provisions of SECTION 4.2(C), (D) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; and (gE) Purchaser shall receive a credit against the Purchase Price at Closing for of this Agreement, if the amount of any taxes to be prorated pursuant to this SECTION 4.2 is not known by ninety (90) days after the termination fee paid by Closing Date, then the tenants listed on Exhibit U (including amount will be estimated as of such date, and once the amount of such termination payments) in connection with Lease modification taxes is known, Salem shall pay to Cox, or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining Cox shall pay to Salem, as the Property which are customarily prorated between case may be, the net amount due as a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery result of the Deedactual apportionment of such taxes.

Prorations. All income normal and expenses in connection with the operation of the Property shall be apportionedcustomarily proratable items, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, rents, operating expenses and leasing commissions, other expenses and fees, and payments relating to any deferred rent received agreements affecting the Property which survive the Closing, shall be prorated as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after Closing which relates to a period prior Closing) and Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable to the period on and after the Closing Date. All unapplied Deposits under Tenant Leases in the possession of Seller, if any, shall be transferred by Seller to Purchaser shall have at the benefit of income and the burden of expenses Closing. Any real estate ad valorem or similar taxes for the Property or any installment of assessments payable in installments which installment is payable in the year of Closing Date and thereafter (providedshall be prorated to the date of Closing, howeverbased upon actual days involved. In connection with the proration of real property taxes or installments of assessments, that in the event that any actual figures for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year. The proration shall be final and unadjustable except as provided in the following paragraph. In the event the property has been assessed for property tax purposes at such rates as would result in "roll-back" taxes upon the changes in land usage or ownership of the Leases or subleasesProperty, if any, covering Purchaser agrees to pay all or part of the Property provide that the tenants or subtenants thereunder are responsible such taxes and hereby indemnifies and holds Seller harmless from and against any and all claims and liabilities for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provision of this Section 8.4 cannot be prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing and for a period of one hundred twenty (120) days after the delivery Closing Date as hereinafter provided. Neither party hereto shall have the right to require a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the aforestated one hundred twenty (120) day period one of the Deedparties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party together with a copy of its good faith recomputation of the proration and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within one hundred twenty (120) days after the Closing Date shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. All income and expenses in connection (a) The items described below with the operation of the respect to each Property shall be apportioned, apportioned between Transferor and Transferee and shall be prorated on a per diem basis as of 11:59 p.m. (Eastern time) on of the day prior to before the Closing Date: (i) annual rents, other fixed charges (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Dateincluding prepaid rents), such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income unfixed charges and the burden of expenses for the day preceding the Closing Date additional rents (including, without limitation, on account of taxes, porter's wage, electricity and percentage rent), in each case paid ▇▇▇▇▇ ▇▇e Leases (it being agreed that any deferred rent received after Closing which relates such amounts not paid prior to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, but shall include personal property taxes) as more particularly set forth below and be dealt with in accordance with the provisions of Section 11.3(b5.2); (bii) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described belowamounts payable under the Contracts to be assigned to Transferee; (ciii) Water, sewer, gas, electricreal estate taxes, vault taxes, water charges and fuel chargessewer rents, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which leviedassessed; (fiv) Assessments but only fuel; electric and other utility costs; (v) assessments, if any, provided that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements shall be paid by Transferor if due and payable prior to the Closing and by Transferee if due and payable subsequent to the Closing; (vi) rents payable under the Ground Lease; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; and (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located. (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the annual installment for the fiscal tax year in which the Closing Date occurs;, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Transferor and Transferee shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing Date occurs. (gc) Purchaser If there is a water or other utility meter(s) on the Property, Transferor shall furnish a reading to a date not more than thirty (30) days prior to the Closing Date, and the unfixed meter charge and the unfixed sewer rent, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. If Transferor cannot readily obtain such a current reading, the apportionment shall be based upon the most recent reading. (d) At the Closing, if Transferee elects to take an assignment of any utility deposit made by Transferor with any utility company, then Transferee shall reimburse Transferor for such utility deposit and Transferor shall execute such documents as may be required to assign its rights in such deposits to Transferee and provide such utility companies with notice of such assignment, if necessary (in each case in form and substance reasonably satisfactory to Transferee). Any utility deposits not so assigned to Transferee shall be refunded to Transferor. (e) At the Closing, (i) the cost of tenant improvements actually paid for by Transferor and the amount of any allowance in respect of tenant improvements actually paid by the Transferor during the period of time from and after the date hereof until the date of the Closing (such period, the "Executory Period") and (ii) any leasing commissions actually paid by the Transferor during the Executory Period shall be apportioned as follows: (A) Transferee shall receive a credit against to the Purchase Price at Closing extent the amounts for such tenant improvement costs, allowances or leasing commissions shown on the amount of business plan attached as Exhibit M (the termination fee paid "Business Plan") exceed the amounts actually expended by Transferor for such costs, allowances or commissions during the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; andExecutory Period. (hB) Any other operating expenses or other items pertaining Transferor shall receive a credit to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in extent the area in which amounts actually expended by Transferor for such costs, allowances or commissions during the Property is located. The provisions of this Section 11.2 shall survive Executory Period exceed the Closing and amounts for such costs, allowances or commissions shown on the delivery of the DeedBusiness Plan.

Prorations. All income and expenses in connection with No later than ninety (90) days after the operation date of the Property Merger Closing, SCG shall prepare and deliver a statement (a "Post-Closing Accrual Statement") prorating all of the items listed in this Section 6.13 ("Prorated Items") through the date of the Merger Closing. SCG shall be apportionedliable for or entitled to the benefit of the Prorated Items to the extent the Prorated Items relate to any time period up to the date of the Merger Closing, and PTR shall be liable for or entitled to the benefit of the Prorated Items to the extent Prorated Items relate to periods from and subsequent to the date of the Merger Closing. Prorated Items shall be settled between SCG and PTR in cash. The Prorated Items are as follows: (a) all Taxes relating to the businesses of 11:59 p.m. (Eastern time) on the day SCG Subsidiaries which shall have accrued and become payable prior to the date of the Merger Closing Dateshall be paid by SCG. All Taxes which shall be (or should be) accrued but unpaid or which have been paid in advance shall be properly prorated as of the date of the Merger Closing between SCG and PTR. In connection with such proration of Taxes, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any actual tax figures are not available at the time of delivery of the Leases or subleasesPost-Closing Accrual Statement, if any, covering all or part the taxes to be prorated shall be based upon the actual taxes for the preceding year for which actual tax amounts are available and such taxes shall be reprorated upon request of either party made within sixty (60) days of the Property provide date that the tenants actual amounts become available, provided that the actual amount is at least 5% more or subtenants thereunder are responsible for direct 5% less than the amount on which the original proration was based, and appropriate payment of any of the expenses and the tenants or subtenants are current with respect to shall be made within thirty (30) days after such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b)reproration; (b) Rents as and when collected including base rents, escalations, additional rent taxes and percentage rent (“Rents”) as further described belowother items payable by either of the SCG Subsidiaries under any agreement; (c) Water, sewer, gas, electric, vault and fuel charges, if anythe amount of any license or registration fees with respect to any licenses or registrations of either of the SCG Subsidiaries; (d) Operating expenses the amount of charges for the Property including sums due or already paid pursuant to any Service Agreementswater, telephone, electricity and other utilities and fuel; (e) Amounts paid pursuant all accrued vacation, termination and severance pay and accrued sickness benefits for all Employees including related, social security taxes, unemployment compensation taxes, workers compensation taxes and premiums and other employment taxes relating to all transferable licenses and permits, on the basis of the fiscal year for which leviedsame; (f) Assessments but only for all other operating expenses, including without limitation insurance premiums and amounts payable to service providers, of the annual installment for the fiscal year in which the Closing occurs;SCG Subsidiaries; and (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount all management fees, commissions and other fees and income of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; andSCG Subsidiaries; (h) Any other operating expenses or all other items pertaining not specifically described in subsections (a)-(g) above which are normally prorated in connection with similar transactions. In addition to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in Prorated Items, the area in which the Property is located. The provisions of this Section 11.2 Post-Closing Accrual Statement shall survive the Closing and the delivery also reflect any payments made by SCG or either of the DeedSCG Subsidiaries prior to Merger Closing with respect to any Prorated Items. SCG agrees to furnish PTR with such documents and other records as PTR reasonably requests in order to confirm all adjustment and proration calculations reflected on the Post-Closing Accrual Statement.

Prorations. All Except as elsewhere set forth herein, all items of income ---------- and expenses in connection with expense arising from the operation of the Property Stores and ownership of the Purchased Assets on or before the Closing Date shall be apportionedfor the account of Seller and thereafter shall be for the account of Purchaser, with such items being prorated accordingly. Proration of the items described below between Seller and Purchaser, as well as any and all other items as may be typically prorated between the parties, shall be effective as of 11:59 p.m. (Eastern 12:01 a.m., local time) , on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for immediately following the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current shall occur as follows with respect to such direct payment obligationsthose rights, such expenses liabilities and obligations of Seller transferred to and assumed by Purchaser hereunder: (i) Liability for state and local real estate and personal property taxes and any water and sewer use charges assessed on the Purchased Assets payable with respect to the year 2001 shall not be apportioned prorated as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, Purchaser on the basis of the fiscal number of days of the tax year for which levied;elapsed to and including such date. (fii) Assessments Prepaid items, deposits, credits, payables and accruals such as utilities, other service charges, rental and other payments or advances under any Assumed Contracts (but only for specifically excluding the annual installment for rents and other items covered under subsection (iii) below) shall be prorated between Seller and Purchaser on the fiscal year basis of the period of time to which such liabilities, prepaid items and accruals apply. (iii) All rent received by Seller or Purchaser after Closing with respect to the ▇▇▇▇ Leases shall be applied first to current rentals and then to delinquent rentals, if any, in which the order of their maturity. In the event that there shall be any rents or other charges under any of the ▇▇▇▇ Leases that, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (such as year-end common area expenses), then any rent or charges of such type shall, to the extent applicable to a period prior to or extending through the Closing, be prorated between Seller and Purchaser as of the Closing occurs;Date upon collection by either Seller or Purchaser and paid to the party owed pursuant to the last grammatical paragraph of this Section 1.5. (giv) Purchaser shall receive a credit against the Purchase Price at Closing be responsible for the amount payment of (i) all "Tenant Inducement Costs" (as hereinafter defined) and those leasing commissions, which leasing commissions are described on Schedule 1.5(iv), as potentially modified as set forth below, whether (A) a result of any renewals or expansions of existing ▇▇▇▇ Leases approved by Purchaser between the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing date hereof and the delivery date of Closing or (B) under any new ▇▇▇▇ Leases, approved by Purchaser and entered into between the Deed.date hereof and the date of Closing, and (ii) all Tenant Inducement Costs and leasing commissions entered into by Purchaser that become due and payable from and after the date of Closing. Any Tenant Inducement Costs due and

Prorations. All income and expenses matters involving prorations, credits or adjustments to be made in connection with the operation Closing and not specifically provided for in another Section of the Property this Agreement shall be apportionedadjusted in accordance with this Section 3.2. Except as otherwise set forth herein, all items to be prorated pursuant to this Section 3.2 shall be prorated as of 11:59 P.M. on the day immediately preceding the Closing Date, with Purchaser to be treated as the owner of the Property, for purposes of prorations of income and expenses, on and after the Closing Date. Notwithstanding the foregoing, in the event that the Purchase Price is not disbursed to or as directed by Seller on or before 4:00 p.m. (Eastern timeE.S.T.) on the day Closing Date, then the Closing shall be deemed to have occurred on the next Business Day and all adjustments shall be recomputed accordingly. Except as otherwise set forth herein, all prorations shall be done in accordance with the customs with respect to title closings recommended by The Real Estate Board of New York, Inc. All prorations shall be made on the basis of the Proration Statement (as hereinafter defined) approved in writing by Purchaser and Seller as hereinafter set forth. If, subsequent to the Closing, Unit Seller receives checks for rental, license fees, master service fees and other amounts from any Tenants made payable to Unit Seller, Unit Seller shall endorse such checks to the payment of Purchaser and promptly deliver the same to Purchaser if any portion of such check relates to a payment Purchaser is entitled to receive under this Agreement, and may otherwise retain the same. In the event that subsequent to the Closing, Purchaser receives checks, instruments or other items payable to Seller with respect to the Property, Seller hereby authorizes Purchaser to endorse Seller’s name (in order to deposit same) without recourse in favor of Purchaser, to the extent such amount is payable solely to Purchaser in accordance with this Agreement, who shall promptly apply the proceeds thereof in accordance with this Agreement. Not later than five (5) Business Days prior to the Closing Date, Seller will deliver to Purchaser a proposed “Proration Statement” which shall contain per diem amounts of all closing amounts to be prorated. Not later than two (the “Cut Off Time”2) as if Purchaser were vested with title Business Days prior to the Property during the entire Closing Date, Purchaser shall deliver to Seller a written statement of objection or agreement or proposed modifications to such that, except as otherwise expressly provided Proration Statement. Not later than one (1) Business Day prior to the contrary in this AgreementClosing Date, Purchaser and Seller shall have the benefit of income and the burden of expenses meet (telephonically or in-person) for the day preceding purpose of agreeing to and finalizing the Closing Date (including, without limitation, any deferred rent received after Closing which relates Proration Statement. Each of Purchaser and Seller hereby agree to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below act reasonably and in Section 11.3(b); (b) Rents as good faith in such discussions and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locateddeterminations. The provisions of this Section 11.2 following items shall survive the Closing and the delivery of the Deed.be prorated:

Prorations. All income The Purchaser and the Seller hereby agree as follows with regard to prorations applicable to the consummation of the transactions contemplated hereby. The parties agree that all operational expenses incurred directly in connection with the operation of the Property shall be apportionedBusiness, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) utility bills, the expense of supplies, the expense of fuel, and the Purchaser like, shall have be prorated between the benefit parties as of income the Closing Date, and as of such date shall become the burden obligation and responsibility of expenses for the Purchaser. Prorations which are to be effected on the Closing Date and thereafter (providedshall be made on the Closing Date or, however, that in the event that any if such prorations cannot reasonably be made as of the Leases or subleasesClosing Date, if anyas soon thereafter as possible and "as of" the Closing Date. In addition, covering all or part pre-paid expenses shall be prorated between the parties as of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any Closing Date. The Purchaser, as of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XIClosing Date, shall include pay such amounts as may be required to replace all deposits held with the suppliers of utilities to the Business, and to assist the Seller as may be reasonably required in obtaining a return of such deposits put in place by the Seller as of the Closing Date. All personal property taxes) taxes and special and general assessments relating to the Assets shall be prorated by the parties as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which Closing Date, and all such taxes applicable to periods of time prior to the Closing occurs; (g) Purchaser Date shall receive a credit against be the Purchase Price at Closing for the amount sole obligation, responsibility and expense of the termination fee Seller, and shall be paid by the tenants listed on Exhibit U (including the amount of Seller. All such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining assessments and taxes applicable to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive periods following the Closing Date shall be the sole obligation, responsibility and the delivery expense of the DeedPurchaser.

Prorations. All The SELLER shall be entitled to all income earned or accrued, and expenses shall be responsible for all liabilities and obligations incurred or payable, in connection with the operation of the Property shall be apportioned, as S. E. USA BUSINESS through the close of 11:59 p.m. (Eastern time) business on the day prior to the Closing Date. The BUYER shall be entitled to all income earned or accrued, and shall be responsible for all liabilities incurred or payable, in connection with the S.E. USA BUSINESS after the close of business on the Closing Date. All items of expense shall be apportioned between the SELLER and the BUYER as of the close of business on the Closing Date in accordance with generally accepted accounting principles ("GAAP"), unless otherwise specifically stated. Items to be apportioned include, but are not limited to, the following: A. General and special real and personal property taxes and assessments imposed on real or personal property under any leases assigned to the BUYER which are either not yet payable at the Closing Date or which have been prepaid at the Closing Date; and special district or other levies which are a lien but not due or which have been prepaid at the Closing Date; B. Any power charges, utility charges, telephone charges or other communication charges either due or paid at the Closing Date; C. Any prepaid rent or real estate or equipment or other prepaid expenses; D. Any business or license fee, sale or service charge, commission, special assessment, rental payment or personal tax or assessment associated with the ACQUISITION ASSETS; E. Any deposits, reserves and prepaid expenses; and F. All sales commissions. G. Any other items customarily prorated in transactions of this nature in the jurisdiction which governs the construction for this Agreement pursuant to Section 10.11, unless otherwise agree to by the parties. SELLER shall determine all apportionment's pursuant to the provisions hereof and shall deliver a statement of them to BUYER together with the supporting documentation and information (the “Cut Off Time”"Proration Adjustment") as if Purchaser were vested at Closing. In the event that BUYER disputes any such apportionment's or otherwise disagrees with title the Proration Adjustment, it will notify the SELLER in writing, specifying each dispute or disagreement, within ten (10) business days following Closing. The parties shall negotiate in good faith to resolve any disputes or disagreements for a period of thirty (30) days following Closing. In the Property event that the parties cannot come to a resolution during the entire Closing Datesuch thirty (30) days period, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller either party shall have the benefit of income right to elect to submit such dispute to an accounting firm designated jointly by counsel to BUYER and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesSELLER or, if anythey cannot agree on such an accounting firm, covering then to the American Arbitration Association to act as an arbitrator to resolve all or part points of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current disagreement with respect to such direct payment obligationsthe Proration Adjustment. All determinations made by the arbitrator shall be final, such expenses shall not be apportioned as between Seller conclusive and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, binding on the basis SELLER and the BUYER with respect to the Proration Adjustment. The costs of the fiscal year for which levied; accountant and/or arbitration shall be shared equally between the parties. Within fifteen (f15) Assessments but only for days after the annual installment for the fiscal year in which the Closing occurs; later of (gi) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the DeedProration Adjustment to the SELLER or (ii) resolution of any dispute or disagreement with respect to the Proration Adjustment, the BUYER shall pay the SELLER, or the SELLER shall pay the BUYER, as the case may be, the net amount due as a result of the apportionment's, plus interest at the rate of eight percent (8%) per annum from the Closing Date.

Prorations. All income and expenses (a) Except as otherwise provided in connection with this Agreement, all of the items customarily prorated relating to the ownership, lease, maintenance or operation of the Property Business and Purchased Assets that are attributable to a period commencing prior to the Closing Date and terminating on or after the Closing Date, including those listed below (but expressly excluding Income Taxes), shall be apportioned, prorated as of 11:59 p.m. (Eastern time) on the day Closing Date, with Seller liable to the extent such items relate to any period prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title and Buyer liable to the Property during the entire Closing Date, extent such that, except as otherwise expressly provided items relate to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding any period on or after the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that measured in the event that any of same units used to compute the Leases or subleasesitem in question, and otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, covering all on or part with respect to the ownership, lease, maintenance or operation of the Property provide that the tenants Business and Purchased Assets; (ii) Rent and all other items (including prepaid services), in each case, payable by or subtenants thereunder are responsible for direct payment of to Seller under any of the expenses Seller's Agreements assigned to and the tenants assumed by Buyer hereunder; (iii) Any permit, license, registration, compliance assurance fees or subtenants are current other fees with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):any Transferable Permit; and (aiv) Property taxes (which Sewer rents and charges for all purposes under this Article XIwater, shall include personal property taxes) as more particularly set forth below telephone, electricity and in Section 11.3(b);other utilities. (b) Rents Seller or Buyer, as the case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.6(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesamount of any such payment. In connection with the prorations set forth in Section 3.6(a), if any; (d) Operating expenses actual amounts are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the Property including sums due most recent year or already other appropriate period for which such amounts paid pursuant are available. All prorated amounts shall be recalculated and paid to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsthe appropriate Party, if practicable, on the basis date of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which payment of the Closing occurs; Adjustment Amount pursuant to Section 3.4(c) or otherwise within sixty (g60) Purchaser days after the date that the previously unavailable actual amounts become available. Seller and Buyer shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of furnish each other with such termination payments) documents and other records as may be reasonably requested in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining order to confirm all proration calculations made pursuant to this Section 3.6. Notwithstanding anything to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of contrary herein, no proration shall be made under this Section 11.2 shall survive the Closing and the delivery of the Deed3.6 with respect to (i) real property Tax refunds that are Excluded Assets under Section 2.2(h) or (ii) Taxes payable by Buyer pursuant to Section 6.7(a).

Prorations. All income and expenses in connection with the operation of the Property (a) The items listed below shall be apportionedprorated, without duplication with any Purchase Price adjustment provided for in the Equity Purchase Agreement, as of 11:59 p.m. (Eastern time) on the day Closing Date, with Showco having the benefit or bearing the responsibility to the extent such items relate to any period prior to the Closing Date, (and Clearsho having the “Cut Off Time”) as if Purchaser were vested with title benefit or bearing the responsibility to the Property during extent such items relate to any period on or after the entire Closing Date: (i) Personal property Taxes, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income assessments and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesother charges, if any, covering all on or part with respect to the ownership, lease, maintenance or operation of the Property provide that the tenants Assets; and (ii) Taxes, revenues, expenses and all other items payable by or subtenants thereunder are responsible for direct payment of to Showco under any of the expenses Showco Agreements (other than revenues and accounts receivable which the tenants or subtenants are current with respect parties to such direct payment obligations, such expenses shall not be apportioned the Equity Purchase Agreement considered in reaching the Purchase Price as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(bdefined therein);. (b) Rents as After the Closing, Showco and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to Clearsho shall promptly reimburse each other any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including other Party or Parties that relates to the period for which the other has the benefit or bears responsibility under Section 2.4(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such termination payments) in payment. In connection with Lease modification the prorations set forth in Section 2.4(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or termination agreements executed by such tenants; and (h) Any other operating expenses paid for the most recent year or other items pertaining appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the Property which are customarily prorated between a purchaser appropriate Party within thirty days after the date that the previously unavailable actual figures become available. Showco and a seller Clearsho shall furnish each other with such documents and other records as may be reasonably requested in comparable commercial transactions in the area in which the Property is located. The provisions of order to confirm all proration calculations made pursuant to this Section 11.2 shall survive the Closing and the delivery of the Deed2.4.

Prorations. All income and expenses At the First Closing, appropriate prorations shall be made with respect to payments made pursuant to the Equipment Leases in connection the following manner: (i) if Seller has made any payments with respect to the Equipment Leases for any period of time during which the First Closing occurs, at the First Closing Buyer shall pay to Seller an amount equal to the product of the total amount paid by Seller for such period multiplied by a fraction, the numerator of which shall be the number of days during such period beginning with the operation day immediately after the First Closing Date through the end of such period and the Property denominator of which shall be apportionedthe number of days during such period, as or (ii) if Buyer is required to make any payments with respect to Equipment Leases for any period of 11:59 p.m. time during which the First Closing occurs, within thirty (Eastern time30) on the day prior days after Buyer delivers notice of such payment to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this AgreementSeller, Seller shall have pay to Buyer an amount equal to the benefit product of income the total amount paid by Buyer for such period of time multiplied by a fraction, the numerator of which shall be the number of days during such period beginning with the first day of such period through the First Closing Date and the burden denominator of expenses for which shall be the day preceding number of days during such period. If the Parties are unable to resolve any dispute with respect to prorations within thirty (30) days after any payments pursuant to this Section 2(g) are due, such dispute shall be resolved by an independent accounting firm mutually acceptable to the Parties. The fees and other expense of retaining such independent public accounting firm shall be borne equally by the Parties. Such firm shall report its conclusions pursuant to this Section 2(g), and such report shall be conclusive on the Parties and not subject to dispute or review. The Parties agree that any prorations that cannot be precisely calculated as of the First Closing Date will be re-prorated as soon as reasonably practicable after the First Closing Date (includingbut in no event more than sixty (60) days after the First Closing Date), without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are Party responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect payments resulting from such re-prorations agrees to make such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedpayments promptly.

Prorations. All income (a) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses in connection with payable by the Tenant under its Lease, all as and when actually collected; real property taxes and assessments; all other income from the Property; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, expenses prepaid by Seller), shall all be prorated as of 12:01 a.m. on the date of Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a three hundred sixty-five (365) day year. All expenses under this Section 8.5 shall be prorated based upon the periods to which they relate and are applicable, regardless of when they are payable. Buyer shall reimburse Seller and Seller shall credit Buyer for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.2. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If the Tenant shall specifically designate a payment, other than a monthly installment of rent, as being attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by the Tenant or for reimbursement for work performed by Seller on the Tenant’s premises, such payment shall be so applied. If there is no such designation, any deferred rent payment received from the Tenant after Closing which relates to shall be deemed a period prior Closing) and the Purchaser shall have the benefit payment of income and the burden of expenses for rent due after the Closing Date until the Tenant is current on rents and thereafter (sums due under the Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller. Seller retains the right to collect any such rents and other sums from the Tenant after Closing; provided, however, that in Seller shall have no right to cause the event Tenant to be evicted or to exercise any other landlord remedy against the Tenant other than to ▇▇▇ for collection and provided further that Seller shall give Buyer thirty (30) days’ prior written notice before filing suit against the Tenant. To the extent any of the Leases expenses or subleases, if any, covering all or part of charges for the Property provide that are paid by the tenants or subtenants thereunder are Tenant to the landlord under its Lease on an estimated basis, for which a future reconciliation of actual to estimates is to be performed, Seller and Buyer agree that: (i) (A) Seller shall be responsible to send all reconciliations of such costs and expenses for 2010 prepared by Seller and delivered to Buyer, (B) Seller and Buyer shall cooperate as necessary to prepare such reconciliations, (C) Buyer shall be responsible for direct collecting from the Tenant and paying to Seller any amounts owed to Seller related thereto if and when received by Buyer, and (D) Seller shall be responsible to pay Buyer any overpayments of such costs and expenses owed to the Tenant, which payment of any of the expenses obligations to Seller or Buyer, as applicable, shall survive Closing, and the tenants or subtenants are current (ii) Seller and Buyer shall make a preliminary adjustment at Closing with respect to such direct payment obligations, such costs and expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating 2011 based on a comparison for the Tenant premises of the actual expenses for the Property including sums due paid by Seller for 2011 as of the Closing Date allocable to that space to the estimated expenses for the Property paid by the Tenant to Seller for 2011 (the “Tenant Payments”). The preliminary adjustment for 2011 shall be calculated as follows: to the extent the Tenant Payments made to Seller as of the Closing Date with respect to 2011 exceed the actual expenses for the Property paid by Seller as of the Closing Date with respect to 2011 allocable to that space, Buyer shall receive a credit for the excess Tenant Payments. To the extent actual expenses for the Property paid by Seller for 2011 as of the Closing Date allocable to that space exceed the Tenant Payments as of the Closing Date for 2011, Buyer shall pay Seller such amount when and to the extent such payments are collected from the Tenant. Subsequent to Closing, Buyer shall assume all rights and obligations to collect from or already paid pursuant pay to the Tenant any Service Agreements; reconciliation amounts. Any prorations based on an estimated basis shall be subject to reproration upon the final determination of such amounts. The amount of any cash security deposit held by Seller under the Lease shall be credited against the Purchase Price (eand Seller shall be entitled to retain such cash security deposit). If the security deposit is held in the form of a letter of credit, Seller shall (i) Amounts paid pursuant deliver the original letter of credit to Buyer at Closing, (ii) execute and deliver at Closing such other instruments as the issuer of such letter of credit shall reasonably require in order to cause the named beneficiary under such letter of credit to be changed to Buyer, and (iii) provide Buyer with a credit at Closing against the Purchase Price in the amount of any transfer costs associated with such transfer. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property. Buyer shall cause all transferable licenses utilities to be transferred into Buyer’s name and permits, account at the time of Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the basis Closing Date or in the case of rents or other charges received from the fiscal year for which levied; Tenant, such amount have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (f30) Assessments but only for days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the annual installment for date actually received by the fiscal year payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from the Tenant from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the Closing occurs; (g) Purchaser other party during ordinary business hours upon reasonable advance notice. Buyer shall be entitled to receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by rent subsidy to the tenants listed on extent more particularly set forth in Exhibit U G attached hereto and made a part hereof. (including b) Buyer shall pay: (i) one-half (1/2) of the amount of such termination paymentsescrow charges and all recording fees; (ii) the title insurance costs in connection with Lease modification the deletion of the area and boundary exception from the Title Policy and any endorsement or termination agreements executed by such tenantsreinsurance charges; and (hiii) Any other operating expenses the cost of any update of the Survey; and (iv) all of its own legal fees. Seller shall pay: (i) one-half (1/2) of the escrow charges; (ii) the cost of “standard” coverage for the Title Policy (excluding the premium for the deletion of the area and boundary exception); (iii) all transfer taxes, (iv) all fees and costs related to the assignment of the Ground Lease, and (v) all of its own legal fees. The parties will execute and deliver any required transfer or other items pertaining similar tax declarations to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedappropriate governmental entity at Closing.

Prorations. All income and Subject to Section 2.4(b), all expenses in connection with arising from the operation of the Property Channel, including business and license fees, utility charges, real and personal property taxes and assessments levied against the Assets, property and equipment rentals, applicable copyright or other fees, sales and service charges, and similar prepaid and deferred items, shall be apportionedprorated between PCC and Travel in accordance with the principle that Travel shall be responsible for all expenses, as costs, liabilities, and obligations allocable to the operations of 11:59 p.m. (Eastern time) on the day Channel for the period prior to the Closing DateEffective Time, (and PCC or the “Cut Off Time”) as Designated Affiliate, if Purchaser were vested with title applicable, shall be responsible for all expenses, costs, liabilities, and obligations allocable to the Property during operations of the entire Closing Date, such that, except as otherwise expressly provided to Channel for the contrary in this Agreement, Seller shall have period after the benefit of income and Effective Time. To effectuate the burden proration of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant this Section 2.4(a), but subject to all transferable licenses and permitsSection 2.4(b), on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser Travel shall receive a credit against the Purchase Price at Closing for equal to the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by Travel and are allocable to the termination fee paid by operations of the tenants listed on Exhibit U (including Channel for the period after the Effective Time and PCC shall receive a credit equal to the amount of such termination payments) in connection with Lease modification any expenses, costs, liabilities, or termination agreements executed obligations that are paid or incurred by such tenants; and (h) Any other operating expenses PCC or other items pertaining the Designated Affiliate, if applicable, and are allocable to the Property operations of the Channel for the period before the Effective Time. Any determination whether any expense, cost, liability, or obligation is allocable to or relates to the period before or after the Effective Time, for purposes of calculating prorations pursuant to this Section 2.4(b) or the assumption of liabilities and obligations pursuant to Section 2.5 (or the exclusion therefrom pursuant to Section 2.6(c)) shall be based on the extent to which are customarily prorated between a purchaser all facts and a seller circumstances necessary for the accrual of such expense, cost, liability, or obligation in comparable commercial transactions in accordance with generally accepted accounting principles have been satisfied as of the area in Effective Time, except that any payment obligation arising under any Programming Agreement that is an Assumed Contract shall be allocable to and shall relate to the period during which the Property payment is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedrequired to be made.

Prorations. All income Seller shall, pursuant to Section 1.1(k), be entitled to ---------- moneys collected within 30 days of the Closing Date based upon Seller's Accounts Receivable and expenses shall be responsible for all liabilities and obligations incurred or payable in connection with the operation of the Property shall be apportioned, as Stations through the close of 11:59 p.m. (Eastern time) 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, and Buyer shall be entitled to moneys based upon Sellers Accounts Receivable collected more than 30 days after the Closing Date. All overlapping items of income or expense shall be apportioned between Seller and Buyer as of the close of business on the day 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, (Date if all or part of the “Cut Off Time”) as if Purchaser were vested with title goods or services have not been received or used prior to the Property during Closing Date (for example, rents paid in advance for a rental period extending beyond the entire Closing Date); (b) Liabilities, such thatcustomarily accrued, except arising from expenses incurred but unpaid as otherwise expressly provided to of the contrary in this Agreement, Seller shall have the benefit close of income and the burden of expenses for business on the day preceding the Closing Date (includingfor example, without limitation, any deferred rent received after Closing which relates to a period prior Closing) frequency discounts; rent; and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(bsales commissions); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below;; and (c) WaterAs to utility charges relating to the Stations, sewerwithin thirty (30) days after the Closing, gasBuyer shall deliver to Seller a statement setting forth in reasonable detail the basis for prorations pursuant to this Section, electricand Buyer shall pay to Seller, vault and fuel chargesor Seller shall pay to Buyer, as the case may be, any net amount due as the result of the proration statement (or, if any; (d) Operating expenses for there is a dispute, the Property including sums due 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 already paid pursuant that an additional item should be included in the prorations, the parties shall confer with regard to any Service Agreements; (e) Amounts paid pursuant the matter and an appropriate adjustment and payment shall be made as agreed upon by them or, if they are unable to all transferable licenses and permitsresolve the matter, by a firm of independent certified public accountants mutually agreeable to the parties, whose decision on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser matter shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid be binding and whose fees and expenses shall be borne equally by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedthem.

Prorations. All income and expenses in connection with the operation of the Property The Contributor Parties shall be apportionedresponsible for (or entitled to receive, as the case may be) all Taxes, prepaid items and other similar items (“Pro-Rated Items”) attributable to ▇▇▇▇▇▇▇▇ South (for the avoidance of 11:59 p.m. (Eastern timedoubt, excluding insurance premiums) on or the day ▇▇▇▇▇▇▇▇ Entities for periods prior to the Closing DateEffective Time, and the Partnership Acquiring Entities shall be responsible for (or entitled to receive, as the “Cut Off case may be) all Pro-Rated Items for periods after the Effective Time”) as if Purchaser were vested . Pro-Rated Items for periods beginning before and ending after the Effective Time shall be allocated between the Partnership Acquiring Entities, on the one hand, and the Contributor Parties, on the other hand, in accordance with title the provisions of this Section 2.8. The portion of each Pro-Rated Item allocated pursuant to this Section 2.8 to the Property during portion of the entire Closing Date, such that, except as otherwise expressly provided applicable period ending at or prior to the contrary in this Agreement, Seller Effective Time shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closingi) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that case of any franchise taxes, sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any tax based on or measured by income or receipts, be determined on a closing of the Leases or subleasesbooks basis, if any, covering all or part of and (ii) in the Property provide that the tenants or subtenants thereunder are responsible for direct payment case of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligationsother Pro-Rated Item, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, determined on the basis of the fiscal year proportional number of days in the relevant determination period for which levied; (f) Assessments all days through but only for the annual installment for the fiscal year in which not including the Closing occurs; (g) Purchaser Date. The prorations shall receive a credit against the Purchase Price be paid at Closing for by the amount Partnership Acquiring Entities to the Contributor Parties (if the prorations result in a net credit to the Contributor Parties) or by the Contributor Parties to the Partnership Acquiring Entities (if the prorations result in a net credit to Partnership Acquiring Entities) by increasing or reducing the funds to be delivered by the Partnership Acquiring Entities in payment of the termination fee paid by Cash Consideration at Closing. If the tenants listed actual amounts of any items to be prorated are not known as of the Closing Date, then such proration will be made at Closing on Exhibit U (including the amount basis of such termination payments) the best evidence then available; as soon as practicable after actual amounts are available, but in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to no event later than 90 days thereafter, re-prorations will be made on the Property which are customarily prorated between a purchaser basis of the actual amounts and a seller in comparable commercial transactions in final cash settlement will be made between the area in Contributor Parties, on the one hand, and the Partnership Acquiring Entities, on the other hand (which the Property is located. The provisions of this Section 11.2 shall obligation will survive the Closing transfer and the delivery conveyance of the Deed▇▇▇▇▇▇▇▇ Interests).

Prorations. All income and expenses in connection (a) The items described below with the operation of the respect to each Property shall be apportioned, apportioned between Seller and Purchaser and shall be prorated on a per diem basis as of 11:59 p.m. (Eastern time) on of the day prior to before the Closing Date: (i) annual rents, other fixed charges (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Dateincluding prepaid rents), such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income unfixed charges and the burden of expenses for the day preceding the Closing Date additional rents (including, without limitation, on account of taxes, ▇▇▇▇▇▇’▇ wage, electricity and percentage rent), in each case paid under the Leases (it being agreed that any deferred rent received after Closing which relates such amounts not paid prior to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, but shall include personal property taxes) as more particularly set forth below and be dealt with in accordance with the provisions of Section 11.3(b2.6); (bii) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described belowamounts payable under the Contracts to be assigned to Purchaser; (ciii) Water, sewer, gas, electricreal estate taxes, vault taxes, water charges and fuel chargessewer rents, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which leviedassessed; (fiv) Assessments but only fuel, electric and other utility costs; (v) payments of interest on any Loan Asset actually made for the annual installment for the fiscal year month in which the Closing occursoccurs as well as payments of accrued and unpaid interest and other sums and charges due and payable under the Loan Assets for which the Applicable Party shall receive a credit at Closing; (gvi) assessments, if any, provided that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements paid by Seller or the Applicable Party if due and payable prior to the Closing and by Purchaser if due and payable subsequent to the Closing; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located; and (x) Rent abatements, free rent, rent concessions, tenant improvement allowances, tenant improvement work and leasing brokerage commissions, if any, payable under or in respect of any and all Leases entered into at any time prior to the Closing shall be allocated to, and are hereby expressly assumed by, Purchaser. All leasing brokerage commissions (or unpaid installments thereof) due and payable under or in respect of any renewal, extension or expansion option provided for in any Lease shall be allocated to, and are hereby expressly assumed by, Purchaser. Purchaser shall pay to Seller at Closing the excess of (A) the aggregate cost of all capital improvements, all tenant improvement work, all tenant improvement allowances and all leasing brokerage commissions undertaken with respect to the Assets after the date hereof over (B) [$ .] After Closing the parties agree to reconcile the amounts of all leasing brokerage commissions, all tenant improvement allowances, all tenant improvement work, all development assets and all capital improvements undertaken with the respect to the Assets after the date hereof and agree to reapportion any amounts owed between the parties pursuant to this section. If any amounts are payable hereunder of after Closing, Seller and Purchaser agree that the party that owes such amount shall remit the same promptly after a final determination has been made. If the parties can not agree on a final determination the parties agree that the dispute shall be submitted to an Expedited Arbitration Proceeding. (xi) Purchaser shall receive a credit against the Purchase Price at Closing equal to the amount of principal, if any, repaid in reduction of the outstanding principal balance of any Loan Asset between the date hereof and Closing. (xii) Purchaser shall receive a credit at Closing equal to the outstanding principal balance of any Existing Debt encumbering the Assets actually purchased by Purchaser or a designee, but not for any capitalized interest, accrued and unpaid interest, default interest, sums and other charges due and owing. (xiii) [In addition, if the 221 ($20,000,000) loan, the ▇▇▇▇▇ Plaza ($10,000,000) loan and the Computer Associates ($13,200,000) loan are funded prior to the Closing Date at Closing Seller shall be entitled to a credit in the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount outstanding principal balance of such termination paymentsloans plus accrued and unpaid interest and other sums and charges thereon they will be sold at par plus accrued and unpaid interest.] (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the tax year in connection which the Closing Date occurs, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Seller and Purchaser shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing Date occurs. (c) If there is a water or other utility meter(s) on a Property, Seller shall or shall cause the Applicable Party to furnish a reading to a date not more than thirty (30) days prior to the Closing Date and the unfixed meter charge and the unfixed sewer rent, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. If Seller or the Applicable Party cannot readily obtain such a current reading, the apportionment shall be based upon the most recent reading. (d) At the Closing, if Purchaser elects to take an assignment of any utility deposit made by Seller or the Applicable Party with Lease modification any utility company, then Purchaser shall reimburse Seller for such utility deposit and Seller shall or termination agreements executed by shall cause the Applicable Party to execute such tenants; anddocuments as may be required to assign its rights in such deposits to Purchaser and provide such utility companies with notice of such assignment, if necessary (in each case in form and substance reasonably satisfactory to Purchaser). Any utility deposits not so assigned to Purchaser shall be refunded to Seller. (e) Seller and Purchaser shall prepare an agreement (the “Proration Agreement”) setting forth on a Property-by-Property basis in reasonable detail the prorations described in this Section 2.5 and stating the net amount owed to Seller or Purchaser, as the case may be, on account thereof. Seller and Purchaser shall execute and deliver the Proration Agreement as provided in Section 2.4. (f) If any of the items described above cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at the 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. (g) With respect to Sold Equity Interests, the parties shall make the adjustments in this Section 2.5 only with respect to the Applicable Party’s percentage ownership interest in the applicable Subsidiary. (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 2.5 shall survive the Closing and the delivery of the DeedClosing.

Prorations. All income Sellers shall bear all personal property and expenses in connection ad valorem tax liability with respect to the operation of WSOD Assets and the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on EJV Assets if the day Lien or assessment arises with respect to periods prior to the WSOD/EJV Option Closing Date irrespective of the reporting and payment dates of such taxes. All other property taxes, ad valorem taxes and similar recurring taxes and fees on the WSOD Assets and the EJV Assets, and all lease payments, salaries and other compensation payable to employees or officers or similar recurring payments under agreements that are WSOD/EJV Designated Contracts, shall be prorated for the applicable period between Purchaser and the applicable Seller as of 12:01 a.m. local time on the WSOD/EJV Option Closing Date. All payments to be made by Purchaser or Sellers in accordance with this Section 9.15 shall be made, to the extent then determinable (and to the extent not determinable as shall be estimated by Purchaser in good faith as of the WSOD/EJV Option Closing), at the WSOD/EJV Option Closing Date with such payments deposited into escrow until due, or to the extent not determinable as of the WSOD/EJV Option Closing Date, (promptly following the “Cut Off Time”) as if Purchaser were vested determination thereof, with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the payments deposited into escrow until due. Purchaser shall have the benefit right of income reasonable review and the burden approval of expenses for the Closing Date Sellers’ property Tax Returns and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current assessments with respect to such direct payment obligationsthe WSOD/EJV Business and the right to contest any assessments by which Purchaser may be adversely affected. Purchaser and Sellers shall reasonably cooperate with respect to any review, such expenses contest or challenge of any tax return or assessment. Sellers and Purchaser shall not be apportioned as between Seller also undertake a reconciliation and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly allocation procedure using the mechanism set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses out above for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses reconciliation and permits, on the basis allocation of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating payroll expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedcosts.

Prorations. All income (a) Subject to this Section 9 below, all revenues and expenses in connection with the operation of the Property Property, including without limitation real property taxes, special taxes, assessments (if any) shall be apportioned, prorated and apportioned between Buyer and Seller as of 11:59 p.m. (Eastern time) 12:01 a.m. on the day prior to the Closing Date, (so that Seller bears all expenses with respect to the “Cut Off Time”) as if Purchaser were vested Property, and has the benefit of all income with title respect to the Property, through and including the date immediately preceding the Closing Date, and Buyer bears all expenses with respect to the Property, and has the benefit of all income with respect to the Property during on and after the entire Closing Date. If any portion of the Property is affected by any assessment or other charge, whether for taxes or bonds, or interest thereon, which is or may become payable in installments, and an installment payment of such thatassessment is then a lien due and payable as part of the annual ad valorem property tax ▇▇▇▇ received for the Property, except then such installment shall be prorated as otherwise expressly provided to of the contrary Closing Date; and if any such assessment or other charge is not payable in this Agreementinstallments or are not billed as part of the annual ad valorem property tax ▇▇▇▇ for the Property, shall be paid in full (if any) by Seller at the Closing. Notwithstanding the foregoing, Seller shall have the benefit of income and the burden of expenses be solely responsible for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleasesclearing all possessory interest taxes, if any, covering all or part of from the Property provide that not later than the tenants or subtenants thereunder are responsible for direct payment Closing. Any necessary adjustment due either party on receipt of any a supplemental tax ▇▇▇▇ will be made by the parties outside of this Escrow within the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (atime required by Section 9(b) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b);below. (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”Subject to Section 9(a) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesabove, if any; (d) Operating expenses for any of the Property including sums due or already paid pursuant items to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permitsbe prorated as of Closing cannot be finally determined as of Closing, the prorations shall be made at Closing based on the basis last available information, and post-closing adjustments between Buyer and Seller shall be made within twenty (20) days after the date that the actual amounts are determined and the owing party is provided with notice of the fiscal year for which levied; amount due, and if payment is not made within this twenty (f20) Assessments but only for day period the annual installment for party owing such sums shall pay interest thereon, at the fiscal year in which the Closing occurs; rate of ten percent (g10%) Purchaser shall receive a credit against the Purchase Price at Closing for the amount per annum, from date of delivery of the termination fee paid by the tenants listed on Exhibit U (including the notice of amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining due to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locateddate of payment. The provisions of this Section 11.2 This subsection (b) shall survive the Closing and the delivery of the DeedClosing.

Prorations. 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 expenses similar taxes imposed on a periodic basis, in connection each case levied with respect to the operation Purchased Assets, the Products or the Business for a taxable period which includes (but does not end on) the date hereof and the Closing Date applicable to the exercise of any Option, as applicable, shall be apportioned between Seller and Purchaser as of the Property shall be apportioneddate hereof and the Closing Date applicable to the exercise of any Option, as of 11:59 p.m. (Eastern time) applicable, based on the day number of days in such taxable period prior to the date hereof and the Closing DateDate applicable to the exercise of any Option, as applicable, (the “Cut Off TimePre-Closing Period”) as if Purchaser were vested with title and the number of days in such taxable period including and following the date hereof and the Closing Date applicable to the Property during exercise of any Option, as applicable, (“Post-Closing Period”). Seller shall be liable for the entire Closing Date, proportionate amount of such that, except as otherwise expressly provided Taxes that is attributable to the contrary in Pre-Closing Period applicable to a Product. Within ninety (90) days after the date hereof and the Closing Date applicable to the exercise of any Option, as applicable, Seller and Purchaser shall present a reimbursement to which each is entitled under this AgreementSection 3.3(c) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall have notify Purchaser upon receipt of any b▇▇▇ for personal property Taxes relating to the benefit Purchased Assets, part or all of income which are attributable to the Post-Closing Period applicable to a Product, and shall promptly deliver such b▇▇▇ to Purchaser who shall pay the burden same to the appropriate taxing authority; provided that if such b▇▇▇ covers the Pre-Closing Period applicable to a Product, Seller shall also remit prior to the due date of expenses assessment to Purchaser payment for the day preceding proportionate amount of such b▇▇▇ that is attributable to the Pre-Closing Date (including, without limitation, any deferred rent received after Closing which relates Period applicable to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in Product. In the event that any of the Leases either Seller or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible Purchaser shall thereafter make a payment for direct payment of any of the expenses and the tenants or subtenants are current with respect which it is entitled to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes reimbursement under this Article XISection 3.3(c), the other Party shall include personal property taxesmake such reimbursement promptly but in no event later than thirty (30) as more particularly set days after the presentation of a statement setting forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of reimbursement to which the termination fee paid by the tenants listed on Exhibit U (including presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) reimbursement. Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of payment required under this Section 11.2 shall survive the Closing 3.3(c) and the not made within thirty (30) days of delivery of the Deedstatement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Prorations. (a) the following items shall be prorated between Buyer and Sellers as of and through the Closing Date and shall constitute an adjustment to the Purchase Price: (i) All income ad valorem, real and personal property Taxes (including without limitation any such Taxes paid indirectly through the lessors under or relating to the Leases), general and special assessments (solely with respect to installments due in the current Tax year), and any other property Taxes relating to the Acquired Assets for the current tax year; however, if the amount of such Tax for the current Tax year is not determinable, it shall be initially be prorated on the basis of the Tax for the immediately preceding Tax year or, if greater, the amounts billed by the landlords for the current period and finally adjusted after the amount of Tax for the current Tax year becomes determinable, (ii) All payments to the lessors under or relating to the Leases, including unpaid or prepaid rent, security deposits (which shall be returned to the Sellers to the extent released by the lessors), and common area maintenance charges; and (iii) Any prepaid expenses in connection associated with the operation of the Property Acquired Locations which were paid by Sellers in the Ordinary Course of Business, including without limitation telephone expenses and utility charges, but excluding advertising expenses. (b) Sellers shall be apportioned, as bear the cost and expense of 11:59 p.m. (Eastern time) on the day all prorated items set forth in this §2.10 applicable to periods prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for including the Closing Date and thereafter (providedshall receive the benefits thereof, howeverBuyer shall bear the cost and expense of payment of all prorated items set forth in this §2.10 applicable to periods from and after the Closing Date and shall receive the benefits thereof, that in and the event that any Purchase Price shall be adjusted, if necessary, to account for such division of the Leases or subleases, if any, covering all or part costs and expenses of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below;prorated items. (c) WaterAt the Closing, sewerall such amounts shall be estimated by the Parties in the manner set forth above or otherwise in good faith, gaswith final adjusting payments due once the actual amounts are determined. After Closing, electriceither Party, vault and fuel chargesat its option, if any; (d) Operating expenses for may give the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis other Party written notice of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the correct amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining any payment any necessary adjustment to the Property which are customarily prorated between a purchaser prorations due under this §2.10 (accompanied by documentation substantiating such amount) and a seller in comparable commercial transactions in (B) the area in which Party from whom additional payment is required will pay the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedapplicable amount within ten Business Days after such notice.

Prorations. The following items shall be prorated between Buyer and Seller as of and through the Closing Date and shall constitute an adjustment to the Purchase Price: (a) All income ad valorem, real and personal property Taxes (including without limitation any such Taxes paid indirectly through the lessors or sublessors under or relating to the Leases), general and special assessments (solely with respect to installments due in the current Tax year), and any other property Taxes relating to the Acquired Assets for the current tax year; however, if the amount of such Tax for the current Tax year is not determinable, (i) it shall be prorated on the basis of the Tax for the immediately preceding Tax year and (ii) after the amount of Tax for the current Tax year becomes determinable, (A) either Party, at its option, may give the other Party written notice of the correct amount of Tax (accompanied by documentation substantiating such amount) and any necessary adjustment to the prorations and (B) the Party from whom additional payment is required will pay the applicable amount within ten Business Days after such notice; (b) All payments to the lessors or sublessors under or relating to the Leases, including unpaid or prepaid rent and common area maintenance charges (unless otherwise allocated pursuant to §2.11); and (c) Any prepaid expenses in connection associated with the operation of the Property Acquired Location which were paid by Seller in the Ordinary Course of Business, including without limitation telephone expenses and utility charges, but excluding advertising expenses. Seller shall be apportioned, as bear the cost and expense of 11:59 p.m. (Eastern time) on the day all prorated items set forth in this §2.10 applicable to periods prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for including the Closing Date and thereafter (providedshall receive the benefits thereof, however, that in Buyer shall bear the event that any cost and expense of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly prorated items set forth below in this §2.10 applicable to periods from and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which after the Closing occurs; (g) Purchaser Date and shall receive a credit against the benefits thereof, and the Purchase Price at Closing shall be adjusted as set forth in §2.9, if necessary, to account for the amount such division of the termination fee paid by the tenants listed on Exhibit U (including the amount costs and expenses of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deeditems.

Prorations. Prorations between Seller and the Purchaser shall be made outside of the Escrow at the Closing as follows: (a) All taxes and assessments on the Company Assets for all prior years and all current year taxes and assessments that are due and payable on or before the Closing shall have been paid in full by the Company on or before the Closing. All general real estate, personal property and ad valorem taxes and assessments for the current year only shall be prorated on the basis of the most recent available information, as adjusted by any known changes relating to the period during which the Closing occurs, but without any adjustment resulting from the sale of the Interests under this Agreement. (b) All charges for gas, electricity, water, telephone, sewer and other utilities shall be prorated on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. For purposes of calculating prorations, Purchaser shall be entitled to the income accruing to the Company and responsible for the Losses and expenses in connection with accruing to the operation Company for the entire day upon which the Closing occurs. All such prorations shall be made on the basis of the Property actual number of days of the month which shall have elapsed as of the day of the Closing and based upon a 365-day year. The amount of such proration shall be apportionedsubject to adjustment in cash after the Closing outside of Escrow, as and when more complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use commercially reasonable efforts to make such adjustments not later than sixty (60) days after the Closing Date (which cooperation may include any reasonable inspection of 11:59 p.m. the Company’s books and records). At least three (Eastern time3) on the day business days prior to the Closing Date, (Seller shall deliver to Purchaser a tentative statement of prorations setting forth the “Cut Off Time”) as if Purchaser were vested with title preliminary determination of all items to be prorated pursuant to this Section 2.9 and supported by all detail reasonably necessary to make such determination. Prior to the Property during the entire Closing DateClosing, such that, except as otherwise expressly provided to the contrary in this Agreement, Purchaser and Seller shall have the benefit use commercially reasonable efforts to agree on such statement of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedprorations.

Prorations. All Except as may be otherwise expressly provided herein, all revenues, income and expenses in connection with the operation (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be apportionedfor the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Los Angles County, California, as of 11:59 p.m. reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (Eastern timeprepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the day prior to the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the “Cut Off Time”) Closing or if longer, as if Purchaser were vested with title soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses sale contemplated herein for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal tax year in which the Closing occurs; (g) Purchaser , a re-adjustment shall receive a credit against occur, and the Purchase Price at Closing figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the termination fee paid invoice. Such invoice shall be accompanied by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locatedreasonable substantiating evidence. The provisions of this Section 11.2 5.3 shall survive the Closing and the delivery of the Deed.

Prorations. All a. Except as provided in the Interim Management Agreement, on and as of the Commencement Date, Current Operators and New Operators shall prorate revenues and expenses pertaining to the Facilities, utility charges for the billing period in which the Commencement Date occurs, Assumed Contracts, prepaid income and expenses in connection with expenses, the operation applicable state bed taxes or assessments, Provider Taxes and other related items of revenue or expense attributable to the Property Facilities. b. All prorations between the parties shall be apportioned, as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, made on the basis of actual days elapsed in the fiscal year for relevant accounting or revenue period and shall be based on the most recent information available to the parties hereto. Utility charges which levied; are not metered and read on the Commencement Date shall be estimated based on prior charges, and shall be re-prorated within five (f5) Assessments but only business days after receipt of statements therefor. Current Operators and New Operators shall jointly arrange for the annual installment turnover of the utility services, but Current Operators shall not arrange to terminate any utility services without New Operators’ written consent, which shall not be unreasonably withheld, delayed or conditioned. c. Except as otherwise set forth herein, all amounts owing from one party hereto to the other party hereto that require adjustment after the Commencement Date shall be settled within thirty (30) days after the Commencement Date or, in the event the information necessary for such adjustment is not available within said thirty (30) day period, within five (5) business days of such information being available. d. Notwithstanding anything to the contrary contained herein, to the extent Current Operators or New Operators obtain any American Rescue Plan Act (“ARPA”) grant funding that covers both the period prior to the Commencement Date and after the Commencement Date, Current Operators and New Operators shall prorate the funds among the applicable party and pay any amounts owed to the other party within five (5) business days of receipt of the funds. Current Operators and New Operators shall reasonable cooperate to come up with a mutually agreeable Long Term Care Program Facility Budget to the extent required for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount receipt of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the DeedARPA funds.

Prorations. All income Town and expenses in connection with the operation of the Property Developer shall be apportioned, apportion as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (includingthe “Proration Date”), without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses items for the Option Property hereinafter set forth. Any errors or omissions in computing apportionments at Closing Date and thereafter (provided, however, that shall be promptly corrected. The obligations set forth in this Section 10 shall survive the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect Closing. The items to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):adjusted are: (a) Property City, state, county, and school ad valorem taxes (which and other assessments for all purposes under this Article XIthe fiscal year of sale. Should such proration be inaccurate based on the actual ad valorem tax ▇▇▇▇, if the same has not been received by the date of Closing, either party may demand after the date of Closing, and shall include personal property taxes) as more particularly set forth below and in Section 11.3(b);be entitled to receive upon demand, a payment correcting any mal- apportionment favoring the other party. (b) Rents as and when collected including base rentsIf, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesat Closing, if any; (d) Operating expenses the Option Property or any part thereof shall have been affected by an assessment or assessments, which are or may become payable in annual installments, of which the first installment is then a charge or lien, then for the Property including sums purposes of this Agreement, all the unpaid installments of any such assessment due or already paid pursuant and payable in calendar years prior to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser occurs shall receive a credit against the Purchase Price at Closing for the amount of the termination fee be paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser Developer and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing all installments becoming due and payable after the delivery of the Deeddeed shall be assumed and paid by the Town, except, however, that any installments which are due and payable in the calendar year in which the Closing occurs shall be adjusted pro rata. However, if such an assessment or assessments shall be due in one lump sum payment, then to the extent such assessment(s) is for improvements in place as of the date of this Agreement, then such assessment(s) shall be paid by Developer but if such assessment(s) is for improvements to be made subsequent to the date of this Agreement, then the same shall be paid by the Town. All such prorations shall be final at Closing.

Prorations. (i) All income and Taxes, operating expenses in connection with pertaining to the operation of the Property Premises and any Additional Equipment incurred by Tenant, utility expenses, water and sewer rents and charges, front-foot benefit charges (if applicable), or similar charges or fees shall be apportioned, prorated as of 11:59 p.m. the Expiration Date. (Eastern timeii) All Service Contracts to be assigned to Landlord shall be prorated between the parties as of the Expiration Date, and the costs of terminating any contracts or agreements that are not assumed by Landlord shall be borne by Tenant. (iii) Tenant shall pay for, and shall indemnify Landlord against any liability for, services performed or for work on the day Premises or any Additional Equipment undertaken by or at the direction of Tenant prior to the Closing Dateexpiration of the Term. (iv) On the expiration of the Term, (the “Cut Off Time”A) as if Purchaser were vested with title all prorations between Landlord and Tenant provided for pursuant to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in terms of this Agreement, Seller Lease shall have the benefit of income and the burden of expenses for the day preceding the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, made on the basis of estimates using the fiscal year most current information available as of the expiration of the Term; and (B) a suitable escrow (the "Escrow"), the amount and terms of which shall be satisfactory to Landlord and Tenant, shall be established by Landlord and held by an independent escrow agent selected by Landlord and Tenant to provide for payment of utility charges, operating expenses, contract liabilities accrued, and/or work on the Premises contracted for by Tenant, that are due and payable by Tenant pursuant to the terms of this Lease, but for which levied; (f) Assessments but only for final bills are not available on the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount expiration of the termination fee Term. Within forty-five (45) days after the expiration of the Term or as soon thereafter as is reasonably possible, the parties shall make a final settlement of all prorations to be made pursuant to the terms of this Lease, and following such final settlement, any sums remaining in the Escrow shall be paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining escrow agent to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deedapplicable party.

Prorations. All income (a) Transferor and expenses Transferee agree that, except as otherwise provided in connection with this Agreement, all of the items customarily prorated relating to the ownership, lease, maintenance or operation of the Property Transferred Assets, including those listed below, shall be apportioned, prorated as of 11:59 p.m. (Eastern time) on the day Closing Date, with Transferor liable to the extent such items relate to any period prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title and Transferee liable to the Property during the entire Closing Date, extent such that, except as otherwise expressly provided items relate to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding any period on or after the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that measured in the event that any of same units used to compute the Leases or subleasesitem in question, otherwise measured by calendar days): (i) Personal property, real property, occupancy and other similar Taxes, if any, covering all imposed on or part with respect to the ownership or lease of the Property provide Transferred Assets for a taxable period that begins before and ends after the tenants Closing Date; (ii) Rent, Taxes and all other items (including prepaid services and goods not included in Inventory), in each case, payable by or subtenants thereunder are responsible for direct payment of to Transferor under any of the expenses and the tenants Transferor Agreements; (iii) Any permit, license, registration, compliance assurance fees or subtenants are current other fees with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser):any Transferable Permit; (aiv) Property taxes Sewer rents and charges for water, telephone, electricity and other utilities; (which for all purposes v) Insurance premiums paid on or with respect to the ownership, lease, maintenance or operation of the Transferred Assets to the extent payable under this Article XI, shall include personal property taxesany policy or other arrangement included among the Transferor Agreements; and (vi) as more particularly set forth below Prepaid operating and in Section 11.3(b);maintenance expenses. (b) Rents Transferor or Transferee, as the case may be, shall promptly reimburse the other Party or Parties that portion of any amount paid by such other Party or Parties to the extent relating to the period for which Transferor or Transferee, as the case may be, is liable under Section 3.2(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel chargesamount of any such payment. In connection with the prorations set forth in Section 3.2(a), if any; (d) Operating expenses actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the Property including sums due most recent year or already other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within sixty (60) days after the date that the previously unavailable actual figures become available. Transferor and Transferee shall furnish each other with such documents and other records as may be reasonably requested in order to confirm all proration calculations made pursuant to any Service Agreements; this Section 3.2. Notwithstanding anything to the contrary herein, no proration shall be made under this Section 26 3.2 with respect to (ei) Amounts paid Tax refunds that are Excluded Assets under Section 2.2(j) or (ii) Taxes payable by Transferee pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 shall survive the Closing and the delivery of the Deed6.3.

Prorations. All income and expenses in connection with the operation of the Property (a) The following items shall be apportioned, prorated between Seller and Purchaser as of 11:59 p.m. (Eastern time) on the date immediately preceding the Closing Date; prorations credited to Purchaser shall reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as follows: (i) city, state, and county ad valorem taxes for the year in which the Closing occurs based on the ad valorem tax bills for the Purchased Property, if then available for such year, or if not, then on the basis of the ad valorem tax b▇▇▇ for the Purchased Property for the immediately preceding year. (If such proration is based on an ad valorem tax b▇▇▇ for the immediately preceding year and should such proration prove to be inaccurate on receipt of the ad valorem tax b▇▇▇ for the Purchased Property for the year of Closing, then either Seller or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such malapportionment); (ii) sanitary sewer taxes and utility charges, if any; provided, however, that Purchaser shall, prior to Closing, make arrangements for its own utility services and accounts to the extent reasonably possible and sufficiently in advance of Closing so as to allow the provider thereof to read all meters for utility charges as of the end of the last business day preceding the Closing Date and terminate Seller's service without interruption of service to the Facility, in which case Seller shall be responsible for and shall pay for all such charges first accruing or relating to the period prior to the Closing Date; (iii) all payment obligations under the Assumed Contracts and Leases; and (iv) resident rents and other revenues (including Prepaids and Deposits, if any). Purchaser and Seller shall prepare a proposed schedule (the “Cut Off TimeProration Schedule”) as if Purchaser were vested prior to Closing, including the items listed above and any other items the parties determine necessary. Such Proration Schedule shall include all applicable income and expenses with title regard to the Purchased Property. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (2) business days prior to Closing. (b) Seller shall receive all income from the Purchased Property during the entire Closing Date, such that, except as otherwise expressly provided attributable to the contrary period prior to the Proration Date (as herein defined) and shall, unless otherwise provided for in this Agreement, Seller shall have be responsible for all expenses of the benefit of income and Purchased Property attributable to the burden of expenses for period prior to 11:59 P.M. on the day date immediately preceding the Closing Date (includingthe “Proration Date”). In the event Purchaser receives any payment from a resident for rent due for any period prior to the Proration Date or payment of any other receivable of Seller, without limitationPurchaser shall forward such payment to Seller. For the first three (3) months following the Proration Date, any deferred rent payments received after Closing from a resident shall be allocated first to any current balances due from such resident for the then-current month, and then toward the oldest sums due from such resident. After such three-month period, Purchaser may allocate the entire amount of any payments received from a resident to current balances from such resident that have accrued subsequent to the Proration Date and shall thereafter forward any additional amounts attributable to past-due amounts accruing prior to the Proration Date to Seller. For clarity's sake with respect to the St. Petersburg Facility, the parties agree that amounts received from third party payors such as Medicare and Medicaid shall be applied to the periods for which relates to a period prior Closing) such payment is remitted as stated thereon, and the Purchaser shall have amount thereof promptly forwarded to the party (Seller or Purchaser) entitled to the benefit of income from such Facility for the period as to which such third party payment was paid. (c) Purchaser shall receive all income from the Purchased Property attributable to the period from and after the burden Proration Date and shall, except as otherwise provided for in this Agreement, be responsible for all expenses of expenses the Purchased Property attributable to the period from and after the Proration Date. In the event Seller or Seller’s affiliates receive any payment from a resident for rent due (or any other payment due Purchaser) for any period from and after the Proration Date, Seller shall forward such payment to Purchaser. (d) The parties agree that any amounts that may become due under this Section 3.4 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items shall be made by the parties within ninety (90) days after the Closing Date and any amounts due at that time shall be promptly forwarded to the respective party to whom such amounts are due in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 3.4 which cannot be determined within ninety (90) days after the Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter (provided, however, as such amounts can be determined. Purchaser and Seller agree that in each shall have the event that any right to audit the records of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) other in connection with Lease modification or termination agreements executed by any such tenants; and (h) post-Closing reconciliation. Any other operating expenses or other items pertaining payments made pursuant to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. The provisions of this Section 11.2 3.4 shall survive the Closing and the delivery of the Deedbe treated as a purchase price adjustment for income tax purposes.

Prorations. All income The Seller and expenses in connection with the operation Purchaser agree that all of the Property shall items listed below relating to the Business or the Assets will be apportioned, prorated as of 11:59 p.m. (Eastern time) on the day prior to the Closing Date, (with the “Cut Off Time”) as if Purchaser were vested with title Seller liable to the Property during extent such items relate to any time period up to and including the entire Closing Date, such that, except as otherwise expressly provided Date and the Purchaser or the applicable Purchaser Designee liable to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding extent such items relate to periods subsequent to the Closing Date (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) it being understood that the proration of Taxes is addressed in Section 6.10 and the Purchaser shall have the benefit proration of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any rebates paid or payable to customers of the Leases or subleases, if any, covering all or part Business resulting from purchases of products from the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and PurchaserBusiness is addressed in Section 6.21): (a) Property taxes (the amount of any fees or charges which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b)any case are payable periodically by the Seller or any of its Subsidiaries with respect to any of the Transferable Permits; (b) Rents as the amount of sewer rents and when collected including base rentscharges for water, escalations, additional rent electricity and percentage rent (“Rents”) as further described below;other utilities and fuel; and (c) Waterwater board charges (waterschapslasten) and similar costs. For the avoidance of doubt, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for no amounts included within the Property including sums due or already paid Adjustment Amount shall be included in the prorations made pursuant to any Service Agreements; this Section 2.7. At least five (e5) Amounts paid pursuant Business Days prior to all transferable licenses and permitsClosing, on the basis Seller shall deliver to the Purchaser a written statement setting forth the actual amounts (to the extent available at the Closing Date) in respect of the fiscal year for which levied; items described above that are to be prorated (f) Assessments but only for the annual installment for aggregate of such actual amounts being the fiscal year in which "Closing Proration Amount"). On the Closing occurs; (g) Purchaser Date, the Seller or the Purchaser, as applicable, shall receive a credit against pay to the Purchase Price other party the Closing Proration Amount. To the extent that the actual amounts for any items to be prorated are not available at the Closing for Date, the amount proration of the termination fee such amounts shall be calculated and appropriate adjustments shall be paid by the tenants listed on Exhibit U (including Seller or the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to Purchaser, as applicable, as soon as reasonably practicable after the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is locatedactual amounts become available. The provisions of Seller and the Purchaser shall furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustments and proration calculations made pursuant to this Section 11.2 shall survive the Closing and the delivery of the Deed2.7.