Common use of Prorations Clause in Contracts

Prorations. All normal and customarily proratable items, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any 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 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, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price 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 installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustable.

Prorations. 8.4.1 All normal and customarily proratable items, including, without limitation, rents (includingcurrent rents, prepaid rents, if any, operating expenses, and other expenses and fees, including without limitation, base rentsinterest on the Existing Note, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any 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, and including, the day prior to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Datethereafter) 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. . (a) All unapplied Deposits under Tenant LeasesLeases in the possession of Seller, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited transferred (or credited) by Seller to Purchaser against the Purchase Price at the Closing. There shall be no application of security deposits to unpaid rent unless the tenant has vacated without paying Rent. (b) The amount on deposit in the Existing Mortgage escrow account of Seller shall be paid or credited to Seller by Purchaser at Closing. 8.4.3 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 ClosingClosing and those which are attributable to the calendar year in which the Closing occurs (due and payable in a succeeding calendar year), shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments 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, that in the event that if actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, then the proration shall be made using figures based upon the amounts from the preceding year for the figures which are unavailable for the year of Closingyear. All prorations hereunder The proration shall be final and unadjustable. If 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 Property, then Seller shall pay all such taxes and hereby indemnifies, holds harmless and agrees to defend Purchaser from and against any and all causes of action, expenses, fines and liabilities for or relating to such taxes. 8.4.4 Prorations should be governed by the following additional provisions: (a) Utilities, if any, payable by Seller, shall be prorated. Provided, Seller shall obtain meter readings on the day immediately preceding the Closing Date ("Proration Date"), and if such readings are obtained, there shall be no proration of such items and Seller shall pay the bills therefor for the period through the Proration Date, and Purchaser shall pay the bills therefor for the period subsequent to the Proration Date as and when rendered. If Seller is unable to obtain meter readings as of the Proration Date, utilities shall be prorated at the Proration Date based upon the most recent utility bills, adjusted for seasonality (such adjustment being reasonably acceptable to both parties), and reprorated upon issuance of the actual bills. In addition, if there are any utility charges submetered to Tenants and payable by them directly to Seller, Seller shall use reasonable efforts to obtain readings thereof at the Closing Date, and such items shall be prorated in mode and manner as with respect to rents. Provided, however, Seller may have utility service at the Property terminated in accordance with SECTION 8.5. (b) Prepaid and unpaid expenses and charges respecting utilities and all other expenses incurred in the operation of the Property shall be prorated at and as of the Closing Date. (c) In the case of any charges payable by Tenants to Seller applicable to periods of time ending before the Closing Date but to become payable thereafter when bills are rendered (such as service charges, supply charges and utility charges), Seller shall after settlement prepare and promptly deliver to Purchaser the information necessary to prepare the bills to the tenants. Seller represents that to the best of its knowledge such information will be true, complete and correct. All such charges shall be paid to Purchaser and adjusted in the same manner as provided herein. Except as otherwise provided herein, prorations shall be made as of the end of business on the Proration Date. The provisions of this SECTION 8.4 shall survive the Closing and the termination of this Contract forever. Except for those items for which this Contract specifically provides for reprorations, all prorations shall be considered final and absolute as of Closing. Those items which specifically require reproration in accordance with the terms hereof, upon the tendering from the "owing" party to the "owed" party of the amounts due, shall be considered final and absolute.

Prorations. All normal At the Closing, the following items shall be adjusted and customarily proratable itemsprorated between Seller and Purchaser on a per diem basis as of 12:01 A.M. on the day of Closing: 9.4.1 Rents and other charges payable under the Leases. For purposes hereof, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage all rents and common area maintenance other charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) payable under the Leases for the calendar month in which the Closing occurs shall be prorated based upon on the updated Rent Roll delivered basis of sums actually collected by Seller prior to Purchaser at the Closing. All rent collections prior to the Closing shall be first applied to arrears (for existing residents only) for prior months, with any balance to be applied to current monthly charges. From and after Closing, operating expenses all rent collections shall be first applied to current monthly charges, with the balance, if any, to be applied to arrears for prior months. After the Closing, Purchaser shall have a duty and obligation to Seller to remit such unpaid rents and other fees and payments relating charges to Seller when collected by Purchaser. Purchaser shall use reasonable efforts to collect any agreements affecting such unpaid rents or other charges in arrears. The provisions of the Property which Section 9.4.1 shall survive the Closing. 9.4.2 Payments under the Miscellaneous Contracts assumed by Purchaser on the basis of the actual payments owed thereunder. If the actual payments owed under the Miscellaneous Contracts are not known at the Closing, the proration of such payments shall be made on the basis of the best evidence then available and thereafter adjusted when the actual amount of such payments are ascertainable. 9.4.3 Real estate, ad valorem and personal property taxes, sewer rents and charges, and other state, county and municipal taxes, charges and assessments (special or otherwise) which may be paid in installments shall be prorated as on the basis of the Closing Datecalendar year for which the same are levied, imposed or assessed. Seller being charged and credited for all shall pay regular installments of same attributable special assessments that have become due prior to the period up to the Closing Date (and credited for any amounts paid by Seller attributable to the period Closing. All installments of special assessments or portions due on or after the Closing Date) shall be assumed and Purchaser being responsible forpaid by Purchaser. 9.4.4 Charges for water, electricity, gas and other utilities. The consumption of all water, electricity, gas and other utilities is measured by meter, and credited or charged, as the case may be, for all Seller shall furnish a current reading of same attributable to the period on and after the Closing Date. All unapplied Deposits under Tenant Leases, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price each meter at the Closing. Any real estate ad valorem , which readings shall have been made either as of 12:01 a.m. on the day of Closing or similar taxes for as close to the PropertyClosing as reasonably possible, or and in any installment of assessments payable in installments which installment is payable in the year of Closing, event Seller shall be prorated responsible for paying charges therefor to 12:01 a.m. on the date day of Closing, based upon actual days involvedClosing or submitting proof that such charges were previously paid. In connection with the proration of real property taxes or installments 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, that in the event that actual figures (whether for meter readings current as of 12:01 a.m. on the assessed value of the Property or for the tax rate) for the year day of Closing are not available at Closing, then Seller shall pay at Closing the charges to the date of the most recent reading or submit proof that such charges were previously paid, and the parties further agree to notify the utility companies to read the meters as soon as possible after Closing Date, and adjust and prorate such utility charges when the proration shall be made using figures from the preceding year for the figures which actual readings are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustableavailable.

Prorations. All normal Rentals, revenues, and customarily proratable itemsother income, includingif any, without limitationfrom the Property, rents (includingtaxes, without limitationassessments, base rentsimprovement bonds, additional rentsservice or other contract fees, percentage rents utility costs, and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which other expenses affecting the Property shall be prorated based upon between Buyer and Seller as of the updated Rent Roll delivered by Seller to Purchaser at ClosingClosing Date. For purposes of calculating prorations, operating expenses and other fees and payments relating to any agreements affecting the Property which survive the Closing, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. Delinquent rentals as of the Closing Date shall not be prorated and Seller hereby irrevocably assigns, as of the Closing Date, its entire right to collect the same to Buyer, provided, however, that any delinquent rentals actually collected by Buyer after the Closing Date shall be remitted to Seller being charged after deducting Buyer's actual costs (including attorney's fees and credited for all costs) in the collection of same such delinquent rentals and after applying such amounts to any rentals due and owing and attributable or allocable to the period up after the Closing. On the Closing Date, Buyer shall be fully credited for (i) security deposits which were paid by tenants to Seller, (ii) reimbursement expenses and other sums owed by Seller to tenants for work or disputes which occurred prior to the Closing Date or for work to be performed or allowances to be granted to any tenants upon or after the Closing Date pursuant to any Tenant Leases in existence as of the Closing Date, (iii) any commissions or brokerage fees payable upon or after the Closing Date in connection with any Tenant Leases in existence as of the Closing Date, and credited for any amounts paid (iv) rentals already received 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 periods after the Closing Date. All unapplied Deposits under Tenant Leasesnon-delinquent real estate taxes or assessments on the Property shall be prorated based on the actual current tax bill, xxt if such tax bill xxx not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all taxes, including all supplemental taxes, allocable to the period prior to the Closing and Buyer shall bear all taxes, including all supplemental taxes, allocable to the period after the Closing. If any expenses attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Buyer shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 6.5 shall survive the Closing for a period of one (1) year. Ten (10) days prior to the Closing, Escrow Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the "Preliminary Closing Statement") based on an income expense statement prepared by Seller, approved by Buyer, and delivered to Escrow Agent prior to said date, setting forth (i) the proration amounts allocable to each of the parties pursuant to this Section 6.5 and (ii) the Closing Costs allocable to each of the parties pursuant to Section 6.6 hereof. Based on each of the party's comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and all prepaid rents paid by Tenants under Tenant Leases (but only deliver a final, signed version of a closing statement to the extent such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price 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 installments 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, that in the event that actual figures (whether for the assessed value each of the Property or for the tax rate) for the year of Closing are not available parties at the Closing Date, (the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustable"Closing Statement").

Prorations. All normal and customarily proratable items, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any agreements affecting the Property which survive At the Closing, with respect to the Southern Site Leases (and, as applicable, with respect to the Owned Real Property), all rent (including without limitation percentage rent), common area charges, utility charges, real estate taxes, and other obligations shall be prorated as of the Closing DateDate (collectively the “Prorated Charges”). Whenever possible, Seller being charged such prorations shall be based on actual, current payments by the Sellers and credited for all of same attributable to the period up to extent such actual amounts are not available, such prorations shall be estimated as of the Closing Date (based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by the Purchaser and credited for the Parent and the Purchaser or the Parent shall make any amounts paid by Seller attributable to the period on additional payment or after the Closing Date) and Purchaser being responsible for, and credited or chargedrefund, as the case may be, for all of same attributable to so that the period on and after the Closing Date. All unapplied Deposits under Tenant Leases, if any, and all prepaid rents correct prorated amount is paid by Tenants each of the Purchaser and the Parent. The foregoing shall include an estimate of a pro rata amount of percentage rent payable under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price 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 installments of assessments, such proration shall be a Southern Site Lease based upon the assessed valuation and tax rate figures for prior year’s sales with an appropriate adjustment to be made not later than the year in date that the Purchaser is obligated to pay such percentage rent, based on actual sales. The Seller’s actual prorated share of rent based on actual sales shall be determined by multiplying (a) a fraction, the numerator of which is the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value amount of the Property or for applicable Seller’s gross annual sales at such Southern Site from the tax ratefirst day of such lease year to (but not including) for the year of Closing are not available at the Closing Date, and the proration denominator of which is the sum of the Purchaser’s and the applicable Seller’s gross annual sales at such Southern Site for the entire lease year, times (b) the amount of percentage rent actually due under the Southern Site Lease for such lease year. The applicable Seller, upon the request of the Purchaser, shall promptly provide the Purchaser such information as the Purchaser shall be made using figures from required to submit to landlords under the preceding year for Southern Site Lease in connection with the figures which are unavailable for payment of percentage rent with respect to the year of Closing. All prorations hereunder shall be final and unadjustableSouthern Site.

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 normal real estate taxes and customarily proratable itemsinstallments of special assessments due and payable with respect to the calendar year of Closing shall be prorated between Seller and Purchaser at 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, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which taxes shall be prorated based upon the updated Rent Roll delivered by tax rate and the assessed valuation established for the previous tax year; provided, however, that Seller and Purchaser agree that to Purchaser the extent the actual taxes for the current year differ from the amount so apportioned at Closing, operating expenses and other fees and the parties hereto will make all necessary adjustments by appropriate payments relating to any agreements affecting the Property which survive between themselves following the Closing, and this provision shall survive Closing. (b) At the Closing, Purchaser shall pay to the Residential Association the monthly assessment allocated to the Units established pursuant to the Declaration, including the proportionate share of the expenses for which the Residential Association is responsible, as set forth in the Declaration (prorated from and including the Closing Date). (c) Any rents and other income from the Property shall be prorated between Seller and Purchaser at Closing based upon such amounts actually collected by Seller as of the Closing Date. Rent which is unpaid or delinquent as of the Closing Date shall not be prorated, but such unpaid or delinquent rent collected after the Closing Date shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent after the Closing Date, Seller being charged and credited for all of same attributable shall deliver to the period up Purchaser any such rent relating to the Closing Date and any period thereafter within fifteen (15) days after the receipt thereof, and credited for (ii) if Purchaser collects any amounts paid by Seller attributable to the period on unpaid or delinquent rent after the Closing Date) and , Purchaser being responsible for, and credited or charged, as the case may be, for all of same attributable shall deliver to Seller any such rent relating to the period on prior to the Closing Date within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that (A) all rent received by Seller after the Closing Date. All unapplied Deposits under Tenant LeasesDate shall be applied first to delinquent rentals, if any, in the order of their maturity, and then to current rentals, and (B) all prepaid rents paid rent received by Tenants under Tenant Leases (but only to the extent such rents are for periods from and Purchaser after the Closing Date) Date shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or incur any expense to collect delinquent rents. Notwithstanding the foregoing provisions, Seller shall not be required to prorate any amounts collected by Seller after Closing from former tenants of the Property, it being understood and agreed that Seller may retain all amounts that Seller recovers from such former tenants. Any security deposits shall, at Seller’s option, either be transferred or credited to Purchaser against at Closing. (d) Charges under service agreements, utility charges for which Seller is liable, and other operating expenses of the Purchase Price 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, Property shall be prorated to between Seller and Purchaser at Closing. (e) Interest in respect of the date of Loan shall be prorated between Seller and Purchaser at Closing, based upon actual days involved. In . (f) Refundable cash or other refundable deposits posted with utility companies or other entities in connection with the Property shall, at Seller’s option, either be assigned to Purchaser and credited to Seller at Closing, or Seller shall be entitled to receive and retain such refundable cash and deposits. (g) To the extent Purchaser receives a benefit for any sums escrowed by Lender, Seller shall receive a credit at Closing in the amount of all such escrowed sums. (h) All prorations described in this Section 4.4 shall be effected by increasing or decreasing, as appropriate, the amount of cash to be paid by Purchaser to Seller at Closing. Except for the proration of real property taxes or installments of assessmentsdescribed in Section 4.4(a) above, such proration all prorations provided for herein shall be based upon the assessed valuation and tax rate figures for the year final. The proration of taxes described in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rateSection 4.4(a) for the year of Closing are not available at the Closing Date, the proration above shall be made using figures from the preceding deemed final if no adjustment thereto is requested within one (1) year for the figures which are unavailable for the year of after Closing. All prorations hereunder shall be final and unadjustable.

Prorations. (i) All normal real property ad valorem taxes and customarily proratable itemsgeneral and special assessments applicable to a Property for the year in which Closing occurs for that Property shall be prorated between Sellers and Purchaser as of 11:59 p.m. on the day before Closing (the “Proration Date”), includingand said proration shall be based upon the most recently available tax or assessment rate and valuation with respect to such Property. The proration of ad valorem taxes and general and special assessments at closing shall be final and there shall be no post-closing adjustment to same between Seller and Purchaser.. At or prior to Closing, without limitationSellers shall pay all real property ad valorem taxes and all general and special assessments applicable to such Property which are due and payable for any period prior to the year in which Closing for that Property occurs. The obligations under this subsection shall survive Closing. (ii) Condominium assessments and dues, rents prorated as of the Proration Date, Sellers and Purchaser agreeing that condominium assessments due prior to Closing shall be paid for by Sellers and condominium assessments due after Closing shall be the responsibility of Purchaser. (includingiii) All income, without limitation, base rents, additional rentsany prepaid agreements and common are maintenance charges shall be prorated or otherwise valued as of the Proration Date. (iv) Collected rent for the month of Closing, percentage rents and prepaid rentals, common area maintenance charges, service charges, and all other incidental expenses and charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which paid by tenants under the Leases in each case to the extent collected for the month of Closing shall be prorated based upon as of the updated Rent Roll delivered Proration Date. Any security deposits under the Leases held by Seller Sellers shall be transferred or credits to Purchaser at Closing. Seller shall notify Purchaser should Sellers apply any security deposits prior to the expiration of the Due Diligence Period and may not apply any security deposits after expiration of the Due Diligence Period without Purchaser’s approval. (v) At Closing, operating expenses Purchaser shall receive a credit from Sellers for all unpaid tenant improvement costs and/or allowances, all commissions due to tenants for any Lease executed prior to the Effective Date and/or Lease renewals taking effect prior to the Effective Date. All tenant improvement costs and/or allowances and other fees commissions for any Lease renewal or New Lease Agreement entered into after the Effective Date shall be the Purchaser’s responsibility. As to all Leases and New Lease Agreements, Sellers shall bear the loss resulting from any free or partial abatement rental period until the date of Closing and Purchaser shall bear such loss from and after the date of Closing. (vi) Sellers shall receive a credit at Closing for any payments relating made under any contract or equipment lease (to any agreements affecting be assigned to Purchaser) with respect to goods or services to be provided to the Property which survive Properties after the ClosingClosing Date. /373065/6#47614343 v3 (vii) Utility charges, including water, sewer, gas, and electric, shall be prorated as of the Closing Proration Date, Seller being charged Sellers agreeing to have all meters read within five days of the Closing Date and credited Sellers shall be responsible for all of same attributable to the period utility charges up to the Closing Proration Date (and credited Purchaser shall be responsible for any amounts paid by Seller attributable to the period on or utility charges after the Closing Proration Date) and Purchaser being responsible for, and credited or charged, . Sellers will use its best efforts to transfer the utilities to Purchaser’s name 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, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) Any unfixed utility charges shall be credited to Purchaser against apportioned on the Purchase Price at basis of the Closing. Any real estate ad valorem or similar taxes for prior month’s reading with a reapportionment as soon as the Property, or any installment of assessments payable in installments which installment is payable in the year of actual bills are available. (viii) At Closing, all prorations shown on the closing statement shall be prorated to the date of Closing, based upon actual days involved. In connection deemed final with the proration of real property taxes or installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustableno further re-proration.

Prorations. All normal and customarily proratable items, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and leasing commissions, other fees expenses and fees, and payments relating to any 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 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 accrued pass-on or pass-through charges which are payable under the Tenant Leases but are unpaid as of Closing (the "Accrued Pass Through Charges") shall be assigned to Purchaser without any representation, warranty or recourse whatsoever; provided, that Purchaser shall pay to Seller at Closing an amount equal to the aggregate amount of all such Accrued Pass-Through Charges. All unapplied Deposits under Tenant LeasesLeases in the possession of Seller, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited transferred by Seller to Purchaser against the Purchase Price 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 installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder The proration shall be final and unadjustableunadjustable except as provided in the following paragraph. The provisions of this Section 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 for a period (the "Proration Period") from the Closing Date until the later of (a) one hundred twenty (120) days after the Closing Date, or (b) December 31, 1998. 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 parties 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. a. All normal and customarily proratable items, including, without limitation, rents real estate ad valorem taxes (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30rollback taxes) days past due) which shall be prorated based upon for the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any agreements affecting the Property which survive the Closing, calendar year of Closing shall be prorated as of the date of Closing. If the Closing Dateshall occur before the tax rate is fixed for the current tax year, Seller being charged and credited taxes (except rollback taxes) shall be apportioned on the basis of the tax rate for all of same attributable the preceding tax year applied to the period up latest assessed valuation. Purchaser acknowledges that as of Closing the Parcel might not have been assessed as a separately described parcel of real estate and that real property taxes for the year of sale might be assessed under a tax xxxx in the name of Seller which covers additional property. If that is the case, Purchaser and Seller agree that the current tax for the Parcel shall be determined by multiplying the total tax xxxx (based on the previous year applied to the Closing Date (latest assessed valuation if the tax xxxx for the current year is not yet available) by a fraction, the numerator of which shall be the acreage of the Parcel and credited for any amounts paid the denominator of which shall be the total acreage of all property covered by Seller attributable to the period on or after the Closing Date) and Purchaser being responsible fortax xxxx, and credited or chargedthen prorating the product of such multiplication as of the date of such Closing. In such case, as Purchaser shall pay Seller its pro-rata share of the case may beproperty taxes for the Parcel at Closing and Seller agrees to pay the entire tax xxxx before it becomes delinquent and, upon written request from Purchaser, to provide Purchaser with proof of payment. If such apportionment shall be incorrect based on the actual tax xxxx when issued, the party receiving the excess pro-ration shall promptly reimburse the other to correct the incorrect apportionment. Purchaser shall be responsible for all of same attributable to the period on and after the Closing Date. All unapplied Deposits under Tenant Leasespaying when due any rollback taxes, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only applicable to the extent such rents are for periods from and after the Closing Date) Parcel. Seller shall be credited responsible for any roll back taxes, if any, applicable to Purchaser against the Purchase Price at Land And Building. b. Assessments under 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, Master Covenants shall be prorated to and paid as of the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustable.

Prorations. All normal 2.7.1 Seller will be responsible for preparing and customarily proratable itemsfiling sales and use tax returns, includingand Buyer will pay all sales and use tax due, without limitationrelating to or regarding the transfer of the Assets. 2.7.2 Except as otherwise hereinafter provided, at and as of Closing, Buyer and Seller shall prorate in cash (i) real property taxes and assessments for the Assets on the basis of the current fiscal year if and to the extent that Seller shall be liable for real property taxes and assessments under the Real Property Leases, (ii) if and to the extent actually paid, rents under the Real Property Leases, (includingiii) utility and sewer charges, without limitation(iv) payments under the Assumed Contracts, base rents(v) operating expenses, additional rentsand (vi) other items customarily prorated in transactions of this sort. Seller shall give Buyer a credit at Closing in the amount of any deposits under any of the Real Property Leases and shall maintain in place all utilities and other deposits for the benefit of the Buyer; provided that Buyer shall reimburse Seller for any such deposits by means of a credit to Seller, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which with an offsetting debit to Buyer, in the calculation of the closing prorations. Rents under the Real Property Leases paid after Closing shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at as of Closing, operating expenses and other fees and payments relating to any agreements affecting the Property which survive the Closing, . 2.7.3 No pro ration shall be prorated made for insurance premiums on insurance policies of Seller (none of which Buyer 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. 2.7.4 At and as of the Closing Date, Buyer and the Seller being charged shall proportionately allocate, if and credited to the extent actually paid, all prepaid items of income, including without limitation monthly dues, dues that have been paid more than one month in advance and gift certificates. Notwithstanding anything to the contrary contained herein, there shall be no proportionate allocation of initiation fees paid and collected in the ordinary course of business or accounts receivable. Membership dues and prepayments collected by Buyer or Seller, as applicable, following the Closing Date from any Member as to whom Seller has an account receivable shall be applied (i) first to such accounts receivable due Seller as of the Closing Date for all any periods prior the Closing Date, and (ii) next to Buyer. Any membership dues collected by Buyer from and after the Closing shall be held in trust for the account of same Seller and shall be remitted to Seller promptly following 90 days after the Closing Date minus any amounts owed to the Buyer as set forth herein together with an accounting of such membership dues in reasonable detail satisfactory to Buyer. Any membership dues collected by Seller from and after the Closing that are owed to Buyer as set forth herein shall be held in trust for the account of Buyer and shall be promptly remitted to Buyer promptly following 90 days after the Closing Date together with an accounting of such membership dues in reasonable detail satisfactory to Buyer. 2.7.5 For a period of ninety (90) days following the Closing, Buyer agrees that Buyer shall, in accordance with Buyer's standard practice in conducting and operating clubs such as the Club and on behalf of Seller, attempt to collect any monthly dues under the Member Agreements which are attributable to the period up prior to the Closing Date (Closing; provided, however, Buyer shall have no obligation to commence any actions or proceedings or take any further action to collect any such compensation, fees, revenues or income due to Seller hereunder. After the expiration of such 90 day period, Buyer shall return all accounts to Seller, which shall be entitled to take any and credited for all lawfully permitted actions to collect any amounts paid by Seller attributable accounts receivable with respect to any period of time prior to the period Closing, provided that it shall not make any statement or take any action which implies that Buyer is undertaking said collection activities. 2.7.6 If real estate taxes and/or assessments, utility charges or any other item is prorated as of Closing on any basis other than actual amounts charged for the current period, such item or after the Closing Date) and Purchaser being responsible foritems shall be re-prorated upon determination of such actual amounts, and credited the party owing funds to the other shall promptly remit such funds to the other; provided, however, that in no event shall Seller be liable for payment of any increase in real estate taxes if and to the extent occasioned by any reassessment of the Real Property as a result of the Transaction. If either party owing funds hereunder to the other does not remit them within 30 days after demand therefor, such funds shall thereafter bear interest at the lesser of 10% per annum and the maximum lawful rate. In all events, the amount of any refund or chargedcredit shall be the amount the refund or credit would have been without giving effect to the Transaction. 2.7.7 The parties shall cooperate so as to reach a reasonable determination of the net pro ration amount to be paid to Seller or Buyer, as the case may be, for all of same attributable prior to the period Closing; it being agreed, however, that the final calculation of such net pro ration amount shall, in all likelihood, not be capable of being concluded until after Closing, in which case Closing shall occur based on and after the Closing Date. All unapplied Deposits under Tenant Leases, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only parties' best estimate of such amount at such time. 2.7.8 The parties shall further cooperate so as to the extent calculate such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price at net final pro ration amount within 75 days of the Closing. Any real estate ad valorem disagreement with respect to such final calculation shall be resolved pursuant to binding arbitration in Los Angeles County, California before an independent accountant that shall be mutually agreed upon by the parties. Each party shall bear its own cost and expenses in connection with such arbitration and one-half of the fees and expenses of the arbitrator. Each party shall be entitled to provide the arbitrator with such information as each party shall deem appropriate with respect to the matters to be determined by such arbitrator. 2.7.9 Final proration of percentage rents, operating expense reimbursements from tenants under Real Property Leases, and similar apportionable items which are dependent for their calculation upon the economic performance of any Person over a specified interval of time shall be accomplished as follows: The parties shall await the expiration of the specified interval to determine the gross rents, gross receipts and other economic performance over the entire interval and then prorate the item by allocating to Seller the product of the rents or other similar taxes apportionable item for the Propertyentire interval multiplied by a fraction, or any installment the numerator of assessments payable in installments which installment is payable the number of days within the specified interval which occur before Closing and the denominator of which is the number of days in the year of Closing, entire specified interval. 2.7.10 Operating expenses which are payable (or reimbursable) but not yet paid (or reimbursed) by any tenant under any Real Property Lease shall not be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs hereunder (except to the extent the same are available; providedthat Seller is due a credit for having already paid such expense). Buyer shall send customary statements for reimbursement of operating expenses and taxes to said tenants after consulting with Seller with respect to appropriate amounts due therefor, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Dateand shall remit to Seller, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustableupon receipt, Seller's prorated share thereof, determined as provided above.

Prorations. All normal 15.1 Water and customarily proratable items, including, without limitation, rents other utility charges due for the period prior to 12:01 a.m. on the Closing Date (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30"Proration Date") days past due) which shall be prorated based upon the updated Rent Roll delivered paid by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any agreements affecting the Property which survive the Closing, Seller. Regular ad valorem real estate taxes shall be prorated as of the Closing Proration Date. Real Estate tax prorations shall be based on the maximum discounted rate available at Closing. Prior to Closing, Purchaser and Seller being charged and credited for shall notify all of same attributable utilities providing service to the Property of the prospective change in ownership and that all bills for the period up from and after the Proration Date shall be paid by Purchaser, with no interruption in service. All utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, which are due prior to the Closing Date shall be paid by Seller. Assessments, excluding regular ad valorem real estate taxes, which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the contexx, shall be the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be final except as provided in Paragraphs 15.2, 15.3 and credited 15.4 below. 15.2 All base rent, percentage rent and other common area maintenance, tax and insurance charges actually paid by tenants under the Leases and all other items of income actually received from the operation of the Property (all such charges other than base rent, "Additional Rent") shall be prorated as of the Proration Date. To the extent that estimated payments of 1997 taxes and operating expenses made by tenants prior to the Proration Date are less than the actual amounts due from such tenants for such period, based on actual operating expense and tax figures calculated for the period January 1, 1997 through the Proration Date, Purchaser shall credit Seller at Closing with any such shortfall. To the extent that estimated payments of 1997 taxes and operating expenses made by tenants prior to the Proration Date are greater than the actual amounts due from such tenants for such period, based on actual operating expense and tax figures calculated for the period January 1, 1997 through the Proration Date, Seller shall credit Purchaser with any such overpayments. Purchaser and Seller shall reprorate 1997 taxes, tenant operating expense reimbursement obligations and tenant real estate tax reimbursement obligations (such reimbursement obligations to be prorated in the manner set forth in the preceding two sentences), as of October 1, 1997, using the current real estate tax and operating expense information available as of October 1, 1997. Such reprorated credits shall be final, irrespective of the actual amounts collected by Purchaser from tenants in any final 1997 tax and operating expense reconciliations. Purchaser shall receive a credit at Closing for all prepaid rent and security deposits. Seller agrees that Seller shall promptly remit to Purchaser any rental or other payments that Seller, or any of its affiliates or agents, may receive post-Closing, except that Seller need not remit payments attributable to periods prior to the Proration Date if the tenant making such payment to Seller is current in all payments due to Purchaser for periods after the Proration Date. Notwithstanding anything to the contrary herein, the provisions of this Paragraph shall survive the Closing. 15.3 There shall be no credit to Seller for rent or other amounts delinquent as of the Closing Date. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any amounts paid by Seller attributable period prior to the period Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser for periods on or after the Closing DateDate shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) and days following each receipt by Purchaser being responsible forof a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, and credited without any obligation to terminate leases or chargedinitiate lawsuits, as to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 180 days after the case may beClosing Date, for all Purchaser shall deliver to Seller a reconciliation statement of same attributable to Post-Closing Receipts through the period on and first 150 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. This Paragraph 15.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.4 All unapplied Deposits refunds for time periods prior to the Proration Date in connection with any ongoing real estate tax protests for the Property initiated by Seller prior to the Closing shall remain the property of Seller (except to the extent required to be refunded to tenants under Tenant Leasessuch tenants' leases) and are not being assigned by Seller to Purchaser pursuant to this Agreement. In the event any such refunds are paid to Purchaser, Purchaser agrees to promptly remit all such sums to Seller subject to the rights, if any, and all prepaid rents paid of any existing tenant of the Real Property to receive any pro rata share of such refund under such tenant's lease. Purchaser agrees, at no cost, expense, liability or potential liability to Purchaser, to execute any documents reasonably requested by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price at the Closing. Any real estate ad valorem or similar taxes for the Property, or any installment of assessments payable Seller 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 installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustableprotests.

Prorations. All normal The following prorations shall be done and customarily proratable itemsadjustments shall be made as follows: (a) Real and personal property taxes and assessments on the Property shall be prorated on the basis that Seller is responsible for (i) all such taxes for the fiscal year of the applicable taxing authorities occurring prior to the Current Tax Period (as hereinafter defined) and (ii) that portion of such taxes for the Current Tax Period determined on the basis of the number of days which have elapsed from the first day of the Current Tax Period to the Closing Date, includinginclusive, without limitationwhether or not the same shall be payable prior to the Closing Date. The phrase “Current Tax Period” refers to the fiscal year of the applicable taxing authority in which the Closing Date occurs. In the event that as of the Closing Date the actual tax bills for the year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, rents then rates and assessed valuation of the previous year, with known changes, shall be used, and when the actual amount of taxes and assessments for the year or years in question shall be determinable, then such taxes and assessments will be reprorated between the parties to reflect the actual amount of such taxes and assessments. (b) Rentals and other payments (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any agreements affecting the Property which survive the Closing, for real property taxes and insurance premiums) shall be prorated as of the Closing Date. (c) Gas, Seller being charged water, electricity, heat, fuel, sewer and credited for all of same attributable other utilities and the operating expenses relating to the period up to the Closing Date (and 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, Real Property shall be prorated as the case may be, for all of same attributable to the period on and after the Closing Date. All unapplied Deposits under Tenant LeasesIf the parties are unable to obtain final meter readings as of the Closing Date, if anysuch expenses shall be estimated as of the Closing Date on the basis of the prior operating history of the Property. (d) Seller shall be credited in Escrow with any refundable deposits held by any utility, and all prepaid rents paid by Tenants under Tenant Leases (but only governmental agency or service contractor, to the extent such rents deposits are assigned to Buyer on the Closing Date. (e) Buyer shall be charged for periods those prepaid expenses paid by Seller directly or indirectly allocable to any period from and after the Closing Date) , including, without limitation, annual permit and confirmation fees, fees for licenses and all security or other deposits paid by Seller to third parties which Buyer elects to assume and to which Buyer then shall be credited to Purchaser against the Purchase Price 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 entitled to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be based upon the assessed valuation benefits and tax rate figures for the year in which refund following the Closing occurs Date. (f) At least one (1) Business Day prior to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the parties shall agree upon an estimate of all of the prorations to be made and submit a statement to the Escrow Holder setting forth the same. In the event that any prorations, apportionments or computations made under this Section 2.6.2 shall require final adjustment, 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. Any corrected adjustment or proration shall be made using figures from paid in cash to the preceding year for party entitled thereto. The provisions of this Section 2.6.2 shall survive the figures which are unavailable for Closing and the year recordation of Closing. All prorations hereunder the Grant Deed. (g) The amount of any security deposits held by Seller under any Lease shall be final and unadjustablecredited against the Purchase Price.

Prorations. All normal (a) Rents and customarily proratable itemsother income, includingcurrent taxes, without limitationinsurance premiums and management, rents (includingservice, without limitation, base rents, additional rents, percentage rents operating and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which expenses shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses between Scout and other fees and payments relating to any agreements affecting the Property which survive the Closing, shall be prorated Fitzgeralds as of the Closing Date. All bonds, Seller being charged assessments, encumbrances and credited for all of same attributable to other charges against the period up to Property levied on or before the Closing Date (shall be paid in full by Scout. Rent shall be prorated on the basis of the actual number of days in the month on the basis of the final Rent Roll, regardless of whether of not such rent has actually been paid to Scout. Income and credited for any amounts paid expenses shall be prorated on the basis of the actual number of days in a month. All rents and other sums received by Seller attributable Fitzgeralds on or after the Closing Date shall be applied first to the period rent and other obligations accrued or due on or after the Closing Date, then to Fitzgeralds' costs of collection, if any, including attorneys' fees, and any excess paid by tenants for rent or other obligations owed prior to the Closing Date shall be paid to Scout, provided that Fitzgeralds shall have no obligation to collect delinquent rents for Scout's account. (b) All deposits made by tenants of the Property as security for rent, cleaning or any other purpose (whether identified as refundable or non-refundable) and Purchaser being responsible forprepaid rents and all interest accrued or due on such sums (whether under applicable law or by agreement) shall, at the sole option of Fitzgeralds, be paid to Fitzgeralds in cash on the Closing Date or credited against the Purchase Price to be paid by Fitzgeralds. (c) All items subject to proration pertaining to the period prior to the Closing dated shall be credited to Scout, and credited or charged, as the case may be, for all of same attributable such prorations pertaining to the period on or following the Closing Date shall be credited to Fitzgeralds. No later than three (3) business days prior to the Closing Date, Scout and after Fitzgeralds shall mutually agree upon, and provide to Title Company, a schedule of prorations to be made as of the Closing Date as complete and accurate as reasonably possible. All prorations which can be determined accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All unapplied Deposits under Tenant Leases, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only to other expenses of the extent such rents are for periods from and after Property through the Closing Date) shall be credited to Purchaser against end of the Purchase Price 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 installments of assessments, such proration shall be based upon the assessed valuation and tax rate figures for the year calendar month in which the Closing occurs Date shall occur shall be paid by Scout, subject to the extent the same are available; providedadjustment as provided below. All other prorations, that in the event that actual figures and adjustments to initial estimated prorations or other non-prorated expenses, shall be made by Fitzgeralds and Scout with due diligence and cooperation within thirty (whether for the assessed value of the Property or for the tax rate30) for the year of Closing are not available at days following the Closing Date, or such later time as may be required to obtain necessary information for proration or adjustment, by cash payment to the proration party yielding a net credit from such prorations or adjustments from the other party. Such cash payment shall be made using figures within ten (10) business days of demand for payment by the party entitled to receive such payment and, if not timely paid, such amount due shall bear interest from the preceding year for date due until the figures which are unavailable for date of actual payment at the year interest rate set forth in Section 7.3 above. (d) Scout agrees that benefits or compensation with respect to employees of ClosingScout in connection with the Property accrued on or prior to the Closing Date due or claimed to be due either before or after the Closing Date to employees or former employees of Scout who will be employed by Fitzgeralds shall constitute, be and remain the sole obligation of Scout. All prorations hereunder employees with respect to the Property, whether or not such employees will be retained by Fitzgeralds, shall be final paid in full by Scout or Scout's management company on or prior to the Closing Date, including all accrued vacation pay and unadjustableother fringe benefits through the day prior to the Closing Date.

Prorations. All normal Taxes relating to the Acquired Assets or the Business that are attributable to a Straddle Period shall be prorated between Seller and customarily proratable itemsBuyer as of the Closing Date in the manner set forth herein. Taxes other than Property Taxes (excluding Transfer Taxes referenced in Section 10.5, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated in accordance therewith) imposed with respect to the Business or Acquired Assets shall be determined based upon on an interim closing of the updated Rent Roll delivered books as of the close of business on the Closing Date. All real, personal and intangible property Taxes (“Property Taxes”) attributable to the period preceding the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by Seller a fraction, the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in such Straddle Period. Any exemption, deduction or credit to Purchaser at Closing, operating expenses and other fees and payments relating be offset against a Tax that relates to any agreements affecting the Property which survive the Closing, a Straddle Period that is calculated on an annual basis shall be prorated based on the fraction set forth in the immediately preceding sentence. Proration of Taxes that are undetermined as of the Closing Date (x) shall be based on the most recently available Tax rate and valuation, giving effect to applicable exemptions, change in valuation, and similar items, whether or not officially certified to the appropriate Taxing Authority 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 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, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Datey) shall be credited to Purchaser against the Purchase Price use a 366-day year and (z) if any Tax proration is based upon an estimate 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 installments of assessments, such proration shall be based upon the assessed valuation and tax rate figures for the year in which the a post-Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration adjustment shall be made using figures from by cash settlement between Seller and Buyer within 30 days after receipt of the preceding year for actual expense invoices or Tax xxxx, which adjustment obligation shall survive the figures which are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustable.

Prorations. All normal Assessments imposed by the Condominium Association, Shared Costs, ad valorem taxes, maintenance and customarily proratable items, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any 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 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 Leasesprepaid insurance, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price 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. If less than ten (10) days remain in the calendar month, Purchaser shall also pre-pay the next monthly assessment at the time of Closing. If taxes for the year of closing are assessed on the Condominium as a whole, based upon Purchaser shall pay Seller, at closing, the Unit’s allocable share of those taxes (as estimated by Seller and subject to reproration when the actual days involved. In connection with tax xxxx is available) for the proration Unit from the date of real property taxes or installments closing through the end of assessments, such the applicable calendar year of closing (which proration shall be based upon the assessed valuation and prior year’s tax rate figures for xxxx if the year in which the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) xxxx for the year of Closing are closing is not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable then available). If taxes for the year of Closingclosing are assessed on a unit-by-unit basis, Purchaser and Seller shall prorate taxes as of the closing date based upon the actual tax xxxx, if available, or an estimate by Seller, (which may be that taxes will be approximately the same as they were for the prior year), if not available, with Purchaser responsible for paying the full amount of the tax xxxx and Seller reimbursing Purchaser for Seller’s prorated share of those taxes. All prorations hereunder Purchaser agrees that Seller’s prorated share of the taxes due as of closing need not be paid to Purchaser, however, until the actual tax xxxx is presented to Seller, and any proration based on an estimate of the current year’s taxes shall be final and unadjustablesubject to reproration upon request of either party. This subparagraph shall survive (continue to be effective after) closing.

Prorations. All normal and customarily proratable items, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any agreements affecting the Property which survive At the Closing, with respect to the Southern Site Leases (and, as applicable, with respect to the Owned Real Property), all rent (including without limitation percentage rent), common area charges, utility charges, real estate taxes, and other obligations shall be prorated as of the Closing DateDate (collectively the "Prorated Charges"). Whenever possible, Seller being charged such prorations shall be based on actual, current payments by the Sellers and credited for all of same attributable to the period up to extent such actual amounts are not available, such prorations shall be estimated as of the Closing Date (based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by the Purchaser and credited for the Parent and the Purchaser or the Parent shall make any amounts paid by Seller attributable to the period on additional payment or after the Closing Date) and Purchaser being responsible for, and credited or chargedrefund, as the case may be, for all of same attributable to so that the period on and after the Closing Date. All unapplied Deposits under Tenant Leases, if any, and all prepaid rents correct prorated amount is paid by Tenants each of the Purchaser and the Parent. The foregoing shall include an estimate of a pro rata amount of percentage rent payable under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price 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 installments of assessments, such proration shall be a Southern Site Lease based upon the assessed valuation and tax rate figures for prior year's sales with an appropriate adjustment to be made not later than the year in date that the Purchaser is obligated to pay such percentage rent, based on actual sales. The Seller's actual prorated share of rent based on actual sales shall be determined by multiplying (a) a fraction, the numerator of which is the Closing occurs to the extent the same are available; provided, that in the event that actual figures (whether for the assessed value amount of the Property or for applicable Seller's gross annual sales at such Southern Site from the tax ratefirst day of such lease year to (but not including) for the year of Closing are not available at the Closing Date, and the proration denominator of which is the sum of the Purchaser's and the applicable Seller's gross annual sales at such Southern Site for the entire lease year, times (b) the amount of percentage rent actually due under the Southern Site Lease for such lease year. The applicable Seller, upon the request of the Purchaser, shall promptly provide the Purchaser such information as the Purchaser shall be made using figures from required to submit to landlords under the preceding year for Southern Site Lease in connection with the figures which are unavailable for payment of percentage rent with respect to the year of Closing. All prorations hereunder shall be final and unadjustableSouthern Site.

Prorations. 8.4.1 All normal and customarily proratable items, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees expenses and fees, and payments relating to any 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, and including, the day prior to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Datethereafter) 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. . 8.4.2 All unapplied Deposits under Tenant LeasesLeases in the possession of Seller, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited transferred by Seller to Purchaser against the Purchase Price at the Closing. There shall be no application of security deposits to unpaid rent unless the tenant has vacated without paying Rent. 8.4.3 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 ClosingClosing occurs and those which are attributable to the calendar year in which Closing occurs (due and payable in a succeeding calendar year), shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments 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, that in the event that if actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, then the proration shall be made using figures based upon the amounts from the preceding year for year. In such event, the figures which parties shall reprorate such amounts within thirty (30) days after the actual bills are unavailable for the year of Closingreceived by Purchaser. All prorations hereunder The proration shall be final and unadjustableunadjustable except as provided in the following paragraph. If 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 Property, then Seller shall pay all such taxes and hereby indemnifies, holds harmless and agrees to defend Purchaser from and against any and all causes of action, costs, expenses, fees liens, fines, damages, claims, losses, expenses, fines and liabilities for or relating to such taxes. 8.4.4 Prorations should be governed by the following additional provisions: (A) Utilities, if any, payable by Seller, shall be prorated. Seller shall obtain meter readings on the Closing Date or midnight of the day immediately preceding the Closing Date ("Proration Date"), and if such readings are obtained, there shall be no proration of such items and Seller shall pay the bills therefor for the period through the Proration Date, and Purchaser shall pay the bills therefor for the period subsequent to the Proration Date as and when rendered. If Seller is unable to obtain meter readings as of the Proration Date, utilities shall be prorated at the Proration Date based upon the most recent utility bills, adjusted for seasonality (such adjustment being reasonably acceptable to both parties), and reprorated upon issuance of the actual bills. In addition, if there are any utility charges submetered to Tenants and payable by them directly to Seller, Seller shall use reasonable efforts to obtain readings thereof at the Closing Date, and such items shall be prorated in mode and manner as with respect to rents. Provided, however, Seller may have utility service at the Property terminated in accordance with SECTION 8.5. (B) Prepaid and unpaid expenses and charges respecting utilities and all other expenses incurred in the operation of the Property shall be prorated at and as of the Proration Date. However, fees paid by Seller with respect to certificates, permits, licenses, franchises, authorizations and approvals assigned by Seller to Purchaser at the Closing shall not be prorated, but shall be paid for and assumed entirely by Seller. (C) Income from coin telephones, vending and other coin operated machines, or from the use of other facilities forming a part of, or located upon, the Property shall be apportioned. If they are to be received after the Proration Date, they shall be apportioned when the income is received. In the case of any charges payable by Tenants to Seller applicable to periods of time ending before the Closing Date but to become payable thereafter when bills are rendered (such as service charges, supply charges and utility charges), Seller shall after settlement prepare and promptly deliver to Purchaser the information necessary to prepare the bills to the tenants. Seller warrants and represents that such information will be true, complete and correct. All such charges shall be paid to Purchaser and adjusted in the same manner as provided herein. (D) Except as otherwise provided herein, prorations shall be made as of the end of business on the day prior to the Closing Date. Unapplied security deposited in the possession or control of Seller shall be transferred at the Closing, together with an explanation of any missing security deposits. (E) 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 for a period of one hundred twenty (120) days after the 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 parties 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. The provisions of this SECTION 8.4 shall survive the Closing and the termination of this Contract forever.

Prorations. 8.4.1 All normal and customarily proratable items, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees expenses and fees, and payments relating to any agreements affecting the Property which survive the Closing, shall be prorated as of of, and including, the Closing Date, Seller being charged and credited for all of same attributable to the period up to, and including, the day prior to the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after the Closing Datethereafter) 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. . 8.4.2 All unapplied Deposits under Tenant LeasesLeases in the possession of Seller, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited transferred by Seller to Purchaser against the Purchase Price at the Closing. There shall be no application of security deposits to unpaid rent unless the tenant has vacated. 8.4.3 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 installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder The proration shall be final and unadjustableunadjustable 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 Property, Seller agrees to pay all such taxes and hereby indemnifies, holds harmless and agrees to defend Purchaser from and against any and all causes of action, costs, expenses, fees liens, fines, damages, claims, losses and liabilities for or relating to such taxes. 8.4.4 Prorations should be governed by the following additional provisions: (a) Utilities, if any, payable by Seller, shall be prorated. Seller shall endeavor to obtain meter readings on the Proration Date (a date selected by Seller no more than five (5) days prior to Closing), and if such readings are obtained, there shall be no proration of such items and Seller shall pay the bills therefor for the period to the Proration Date, and Purchaser shall pay the bills therefor for the period subsequent to the Proration Date as and when rendered. If Seller is unable to obtain meter readings as of the Proration Date, utilities shall be prorated at the Proration Date based upon the most recent utility bills, adjusted for seasonality, and reprorated upon issuance of the actual bills. In addition, if there are any utility charges submetered to Tenants and payable by them directly to Seller, Seller shall use reasonable efforts to obtain readings thereof at the Proration Date, and such items shall be prorated in mode and manner as with respect to rents. (b) Prepaid and unpaid expenses and charges respecting utilities and all other expenses incurred in the operation of the Property shall be prorated at and as of the Proration Date. (However, fees paid by Seller with respect to certificates, permits, licenses, franchises, authorizations and approvals assigned by Seller to Purchaser at the Closing shall not be prorated, but shall be paid for and assumed entirely by Seller.) (c) Income from coin telephones, vending and other coin operated machines, or from the use of other facilities forming a part of, or located upon, the Property shall be apportioned. If they are to be received after the Proration Date, they shall be apportioned when the income is received. (d) In the case of any charges payable by Tenants to Seller applicable to periods of time ending before the Proration Date but to become payable thereafter when bills are rendered (such as service charges, supply charges and utility charges), Seller shall after settlement prepare and promptly deliver to Purchaser the information necessary to prepare the bills to the tenants. Seller warrants and represents that such information will be true, complete and correct. All such charges shall be paid to Purchaser and adjusted as provided herein. Except as otherwise provided herein, prorations shall be made as of the end of business on the day prior to the Closing Date. Unapplied security deposits in the possession or control of Seller shall be transferred at the Closing, together with an explanation of any missing security deposits. The provisions of this Section 8.4 shall survive the Closing and the termination of this Contract forever. 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 for a period of one hundred twenty (120) days after the 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 parties 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 normal 7.1 The following shall be apportioned and adjusted between Seller and Purchaser as of 11:59 p.m. (Florida time) the day preceding the Closing Date, except as otherwise specified: (a) rents and additional rents under or in respect of the Tenant Leases, as, when and to the extent actually collected, on the basis of the period for which payable under the applicable Tenant Lease and apportioned on the basis of the actual number of days in such period, along with security, pet, key and any other deposits held by Seller under Tenant Leases; (b) any real property taxes, water and sewer rents and charges; any tax credit or refund collected as a result of any real property tax appeal; vault taxes or charges, elevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period. If actual tax bills are not available, taxes shall be apportioned based on the most recent tax bills available, with a post-Closing adjustment to be made as soon as tax bills for the fiscal year during which the Closing occurs become available; (c) subject to Section 7.5, electric, gas, steam and other public utility charges for services furnished to the Property, on the basis of the actual number of days in any period covered by the charge being apportioned (except that no apportionment shall be made for any of such items as are furnished and charged by the applicable utility company directly to Tenants under the Tenant Leases); (d) all charges under the Contracts, on the basis of the actual number of days in any period covered by the charge being apportioned. Seller shall pay, at or prior to the Closing, all installments or amounts of items which are being apportioned under this Section which became due and payable prior to the Closing Date; (f) such other items as are customarily proratable items, including, without limitation, rents apportioned between sellers and purchasers of real properties of a type similar to the Apartment Complexes and Condominium Parcels (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any agreements affecting the Property which survive the Closing, shall be prorated as of the Closing Date, Seller being charged special assessments due and credited for all of same attributable owing to the period up Condominium Associations); and (g) any excess deficit funding obligations due and owing from the Condominium Associations to the Closing Date (“developer” of such Condominium at the time of “turnover” of each Condominiums if and 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, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after paid by the Closing Date) shall be credited to Purchaser against the Purchase Price 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 installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder shall be final and unadjustableAssociations.

Prorations. (a) All normal normally and customarily proratable items, including, without limitation, rents real estate and personal property taxes (including“Taxes”), without limitationutility expenses, base rents, additional rents, percentage rents and common area maintenance charges payments under the Property Agreements (but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon only to the updated Rent Roll delivered extent such Property Agreements are being assumed by Seller to Purchaser at Closing, operating expenses and other fees and payments relating to any agreements affecting the Property which survive the Closing, ) shall be prorated as of the Closing Date, Seller being charged and credited for all of the same attributable to the period up to the Closing Date (such date and Purchaser being charged and 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 the same attributable to the period on and after such date. If the Closing Date. All unapplied Deposits under Tenant Leases, if any, and all prepaid rents paid by Tenants under Tenant Leases (but only actual amounts to the extent such rents are for periods from and after the Closing Date) shall be credited to Purchaser against the Purchase Price 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 installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at known as of the Closing Date, the proration shall be made using on the basis of the best information then available, and thereafter, when actual figures from are received, a cash settlement will be made between Seller and Purchaser. Seller shall be obligated to pay any and all taxes and assessments that arise as a result of change in land usage or ownership, including without limitation all "rollback" or other additional taxes. (b) If the preceding year for the figures which are unavailable Taxes for the year of Closing are not known as of the Closing Date, the proration for Taxes will be determined based upon the appraised value of the Property and the tax rates applicable to the Property during the year prior to the calendar year of the Closing. (c) If the actual amounts to be prorated with respect to expenses other than Taxes are not known as of the Closing Date, the prorations with respect to those expenses shall be made on the best information then available. (d) With respect to both Taxes and other expenses, after the actual amounts of the Taxes or other expenses are known, adjustments, if needed, will be made between Seller and Purchaser. (e) All deposits held by the providers of utility services to the Real Property shall, at Seller’s option, be refunded to the Seller by the appropriate utility providers, or be reimbursed to Seller by Purchaser at the Closing. All prorations hereunder Purchaser shall be final solely responsible to make arrangements for the continuation of utility services to the Real Property, including without limitation, the obligation to post new utility deposits in the event Seller elects to obtain a refund of Seller’s existing deposits from the providers of utility services. Notwithstanding the foregoing, Seller will not take any action or fail to take any action which would result in the cessation or termination of utility service to the Real Property. (f) All security deposits actually in Seller’s possession under the terms of any existing leases shall be delivered to Purchaser at the Closing, and unadjustablePurchaser will assume all liabilities and obligations of Seller in connection with such security deposits. As for any security deposits not in the form of cash (e.g., letters of credit), Seller must deliver to Purchaser at Closing the original letter of credit or other non-cash instrument, together with all transfer documentation and transfer fees required by the issuing entity to cause same to be reissued to Purchaser immediately following the Closing. Seller and Purchaser agree to cooperate to ensure that fully executed Tenant Letters are sent to all of the Tenants at the Property within ten (10) days of the Closing. (g) All rents collected with respect to the Property as of the Closing Date for the then current month shall be prorated as of the Closing Date. Purchaser shall make reasonable attempt after Closing to collect uncollected rents for any period prior to Closing (the “Delinquent Rents”) in the usual course of operation of the Property; provided, however, Purchaser shall not be required to declare a lease default or institute any legal action in any court against any Tenant. Seller may not initiate (nor demand that Purchaser initiate) legal proceedings for collection of delinquent rentals against any Tenants. One hundred eighty (180) days after the Closing Date, upon written request from Seller, Purchaser shall provide Seller with a written accounting (the “Uncollected Rents Accounting”) of all of the Delinquent Rents and all other rents and expenses collected by Purchaser after Closing. Purchaser shall promptly pay to Seller all Delinquent Rents not previously remitted by Purchaser to Seller, but only to the extent Seller is entitled to the same under this section. In making the computations required by this Section, all amounts of Delinquent Rent collected from Tenants shall be applied: (i) first to Purchaser’s actual and reasonable costs of collection, including, without limitation, court costs and reasonable attorneys’ fees; (ii) next, to current rental owed by such Tenant; and (iii) finally, to delinquent rentals, if any, owed by such Tenant in the inverse order of their maturity. Seller will deliver to Purchaser, within five (5) business days following receipt, any rents received by Seller after the Closing and attributable to the period from and after the Closing. If Seller has provided any Tenant with free rent under the terms of its Tenant Lease (the “Free Rent”), then Seller agrees, at the Closing, to provide Purchaser with a credit against the Purchase Price equal to that portion of the Free Rent, if any, covering the period after the Closing Date; provided, however, Purchaser will not be entitled to such credit if any such Free Rent would be paid to Purchaser under any Master Lease. (h) The Hotel Lease, defined in the Rent Roll, includes an obligation to reimburse landlord for impact and subsequent user fees prepaid by Seller to Water Control and Improvement District No. 17 (“WCID 17”). The requirement to reimburse these impact and subsequent user fees are referred to herein as the “Impact Fees Reimbursements”. All Impact Fees Reimbursements will be paid to Seller when received from the applicable Tenant. After Closing, Purchaser agrees to use commercially reasonable efforts, at no cost or liability to Purchaser, to collect unpaid Impact Fees Reimbursements from the Tenant under the Hotel Lease when due in the usual course of operation of the Property and will promptly remit Impact Fees Reimbursements, if any, collected to Seller; provided, however, Purchaser shall not be required to declare a lease default or institute any legal or other proceedings against any 11 Tenant. Purchaser agrees that it will, if permitted by the terms of the Hotel Lease, offset the Impact Fees Reimbursement due by the Tenant under the Hotel Lease (if the Impact Fees Reimbursement has not otherwise been paid by such Tenant) from any Security Deposit due back to Tenant under the Hotel Lease at the time the Security Deposit refund is due Tenant and pay such offset amount to Seller. Seller may not initiate (nor demand that Purchaser initiate) legal or other proceedings for collection of Impact Fees Reimbursements from any Tenant. (i) All (i) unpaid tenant finish out or construction allowances, landlord construction cost or reimbursement obligations, if any, under the Tenant Leases executed on or prior to Closing (“Unpaid Allowances”) and (ii) unpaid leasing commissions, if any, for Tenant Leases executed on or prior to Closing (“Unpaid Leasing Commissions”), will be paid by Seller to Purchaser at the Closing by credit against the Purchase Price, and Purchaser will assume all liabilities and obligations of Seller in connection with the payment of the Unpaid Allowances and the Unpaid Leasing Commissions so credited; provided, however, if Unpaid Allowances or Unpaid Leasing Commissions are outstanding under any Tenant Leases which are not Earn-Out Leases as of the Closing then, in lieu of such credit, such Unpaid Allowances and Unpaid Leasing Commissions will be funded by Seller into escrow in accordance with the Tenant Allowance/Commission Escrow Agreement at the Closing. (j) Seller has entered into a Tenant Lease effective May 15, 2015 (the “RCR Lease”), with Raising Cane’s Restaurants, LLC (“RCR”). Notwithstanding the terms of clause (i) above, if the Closing occurs, Purchaser agrees to assume Seller’s obligation to pay the Allowance (as defined in the RCR Lease) and, to the extent Seller has paid all or any portion of the Allowance on or before the Closing, Purchaser will reimburse Seller at Closing for same to the extent not already collected by Seller from RCR as Improvement Rent (as defined in the RCR Lease) under the RCR Lease. Accordingly, the Allowance under the RCR Lease will not be included in the escrow under the Tenant Allowance/Commission Escrow Agreement. As of the Effective Date, Seller has paid RCR $199,882.10 of the Allowance. The provisions of this Section 5.05 shall survive the Closing.

Prorations. All normal and customarily proratable items, including, without limitation, rents (including, without limitation, base rents, additional rents, percentage rents and common area maintenance charges but excluding Delinquent Rent [hereinafter defined] that is more than thirty (30) days past due) which shall be prorated based upon the updated Rent Roll delivered by Seller to Purchaser at Closingcharges), operating expenses, tenant improvement costs and leasing commissions, personal property taxes, other operating expenses and other fees fees, and payments relating to any 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 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, and all prepaid rents paid by Tenants under Tenant Leases (but only to the extent such rents are for periods from and after the Closing Date) shall be credited transferred by Seller to Purchaser against the Purchase Price 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 installments 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, that in the event that actual figures (whether for the assessed value of the Property or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. All prorations hereunder The proration shall be final and unadjustableunadjustable except as provided in the following paragraph. The provisions of this Section 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 for a period (the "Proration Period") from the Closing Date until one (1) year 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 parties 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. Any base rents, common area maintenance charges and other rent items that have accrued, but have not yet been paid shall be prorated in accordance with estimates based upon the prior years' information (or reasonable estimates of Seller if no such prior years' information is available), and shall be subsequently readjusted and reapportioned upon receipt. Purchaser shall pay Seller for percentage rents, common area maintenance charges and other rent items that have accrued, but are not yet due and payable, at Closing.