Common use of Real Property Apportionments Clause in Contracts

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the Leases; (ii) percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water rates and charges; (vii) Sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the Leases; (ii) percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water water rates and charges; (vii) Sewer sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable)Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated Leases entered into by the Seller prior to the Seller in accordance with the terms date hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller as of March 31, 2010 (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis)Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the ClosingClosing on account of capital expenditures under the CapEx Budget payable after the date hereof. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated prior to the Seller in accordance with date hereof. A copy of the terms hereofCapEx Budget has been previously provided to the Purchaser. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the Leases; (ii) percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water rates and charges; (vii) Sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable)Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated Leases entered into by the Seller prior to the Seller in accordance with the terms date hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 2008 capital expenditure budget previously prepared by the Seller as of March 31, 2008 (the “2010 2008 CapEx Budget”) and the 2011 2009 CapEx Budget (together with the 2010 2008 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis)Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the ClosingClosing on account of capital expenditures under the CapEx Budget payable after the date hereof. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated prior to the Seller in accordance with date hereof. A copy of the terms hereof2008 CapEx Budget has been previously provided to the Purchaser. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the Leases; (ii) percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water rates and charges; (vii) Sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 2011 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the Leases; (ii) percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water rates and charges; (vii) Sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable)Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated Leases entered into by the Seller prior to the Seller in accordance with the terms date hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 2008 capital expenditure budget previously prepared by the Seller as of March 31, 2008 (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis)Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the ClosingClosing on account of capital expenditures under the CapEx Budget payable after the date hereof. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated prior to the Seller in accordance with date hereof. A copy of the terms hereofCapEx Budget has been previously provided to the Purchaser. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the Leases; (ii) percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water rates and charges; (vii) Sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and if, for any reason, the Closing Date is extended hereunder, the 2011 CapEx Budget (together together, if applicable, with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the Leases; (ii) percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (vii) Real real estate taxes and assessments other than special assessments, based on the rates rated and assessed valuation applicable in the fiscal year for which assessed; (viiii) Water water rates and charges; (vii) Sewer and vault taxes and rents; and (viiiiv) all other items of income sewer taxes and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is locatedrents. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the such Closing Date but, in any event, no later than one (1) year after the such Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the such Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Tenants in accordance with the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the such Closing Date) and to the Purchaser (for the period commencing with the such Closing Date). (dc) If, on the Closing Date, the Property Premises shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in on a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the such Closing the unpaid installments of such assessments due up to the Closing Date and as of the Purchaser shall be responsible to pay all installments thereof which are to become due and payable after such Closing Date. (ed) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor therefore shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (ie) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase PricePrice of the Premises. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the SellerPrice. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rentsto the extent same have been paid to Seller as of the Closing Date, monthly Rents that are not delinquent, operating costs, taxes and other fixed charges payable under the Leases. Delinquent rents will be handled in accordance with Section 9.1(h) below; (ii) to the extent same have been paid to Seller as of the Closing Date, percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs, subject to Section 9.1(b); (iv) municipal assessments and governmental license and permit feesassessments; (v) Real estate non-delinquent real property taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water water and sewer rates and charges; (vii) Sewer and vault taxes and rents; and (viiivii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the each Property is locatedlocated (including, without limitation, any so-called rental taxes). If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one twelve (112) year months after the Closing Date. (b) If there are water, gas gas, electric or electric other utility meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents charges, and gas and electricity charges. Seller shall pay all rates, if any, based thereon for the intervening time shall be apportioned on the basis of such last readingsrents and other charges at Closing. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and charges, rents and gas and electricity charges or other utility charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents charges shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the any unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. Purchaser acknowledges that Seller will terminate its insurance policies covering the Property and that Purchaser must obtain its own insurance for the Closing Date onward. (fe) At the Closing, the Seller shall transfer to, or cause to be credited to, the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. Seller covenants and agrees that it shall not apply any security deposits prior to the expiration of the Property Inspection Period without prior written notice to Purchaser. Following the expiration of the Property Inspection Period, Seller covenants and agrees that it shall not apply any security deposits without the prior written consent of Purchaser. Any security deposits delivered in the form of a letter of credit shall be assigned to Purchaser at Closing (which assignment must include the letter of credit issuer's express written consent to such assignment), and the original letter of credit shall be delivered to Purchaser at Closing. Prior to Closing, Seller shall be responsible for obtaining all consents and documents from the issuer of any such letter of credit that are necessary to assign the same to Purchaser. If an assignment of the letter of credit is not permitted, then Seller shall deliver a new letter of credit in favor of Purchaser upon the Closing. Seller shall be responsible for any transfer fees or re-issuance fees charged by the issuer of the letter of credit. (gf) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord (i) under Leases first entered into by the Seller after the date hereofOpening of Escrow and approved by Purchaser pursuant to the approval procedures set forth in Section 8.1, or (ii) due in connection with the renewal or extension of any existing LeaseLease after the Opening of Escrow, shall be allocated between the Seller and sole responsibility of the Purchaser. The Purchaser shall only receive a credit at Closing based upon their respective periods of ownership (calculated on a straight-line basis over for any unfunded or unpaid brokerage commissions, tenant improvement allowances, moving allowances, free or reduced rent and other amounts payable by the initial term Seller, or extension or renewal periodsimilar tenant inducements, granted by Seller, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated landlord under Leases (only to the Purchaser and paid extent) entered into by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses date of this Agreement and other amounts payable by the Seller as landlord under any where such new Lease, renewal or extension that costs are allocated to the Seller in accordance with the terms hereofunfunded. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (ig) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (jh) If, on the Closing Date, there are past due rents with respect to any Lease, amounts then such delinquent rents shall not be prorated at Closing. Any delinquent rents received by the Purchaser with respect to such Lease from a tenant after the Closing Date shall be appliedapplied between the parties, as follows: first, to the actual out of pocket expenses incurred by Purchaser in collecting such rents, and second, to rents due or to become due during to Purchaser for periods after Closing, third to rents due for the calendar month in which the Closing occurs, and thenfourth, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents Seller shall promptly remit to Purchaser all sums received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to Seller from tenants after the Closing Date, other than for rents for which Purchaser received credit hereunder. Any delinquent rents not paid to Purchaser shall be paid bear interest at the maximum rate by law until paid. Seller shall have the Purchaser to the Seller. In no event shall the Seller have any right to take any action attempt to collect any past due rents or other amounts following the Closing; provided, however, Seller may not seek to terminate any Lease or disturb any tenant’s right of possession. (i) Within five (5) days prior to Closing, Seller shall provide Purchaser with a reconciliation statement with respect to each Lease, comparing the Purchaser shall use commercially reasonable efforts to collect such past due rents amount of common area maintenance, real estate tax, insurance and other amountssimilar reimbursements (“Additional Rent”) collected from tenants of the Improvements on an estimated basis during the then current calendar year (or other applicable billing period), except that against the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies total expenditures by Seller for the corresponding expenses for which such Additional Rents are collected. If the total estimated amounts collected under any Lease exceed the actual charges payable under such Lease for the period prior to Closing, Purchaser shall receive a credit therefor at Closing, and if the total estimated amounts collected under any Lease is less than the actual charges payable under such Lease for the period prior to Closing, Seller shall receive a credit therefor at Closing. At the time of any final calculation and collection from the tenants of the Additional Rents for the year in which the Closing has occurred, whether in the nature of year-end reconciliations or payments in arrears, Seller or Purchaser shall reprorate the Additional Rents and corresponding charges based upon the total amount thereof no later than April 1, 2012. If, as a result of such reproration, the parties determine that either Seller or Purchaser received from the tenants (as adjusted for the proration made at Closing) an amount of Additional Rent in excess of the amount to which such party is entitled, such party shall pay such excess to the other party within thirty (30) days after the reproration is determined. In connection with such commercially reasonable effortsthe foregoing, Purchaser and Seller shall cooperate with each other concerning the calculation of the reproration. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the LeasesLeases and the Ground Lease; (ii) percentage rents and other unfixed charges payable under the LeasesLeases and the Ground Lease; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water rates and charges; (vii) Sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the applicable jurisdiction where the each Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the any Property, the Seller Sellers shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the applicable Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the applicable Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the applicable Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the any Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the applicable Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller Sellers are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller Sellers shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the applicable Seller as landlord under Leases entered into by the such Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable)Purchaser, and the Purchaser shall reimburse the such Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts so allocated to the Purchaser and paid by the such Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the applicable Seller as landlord under any Leases entered into by such new Lease, renewal or extension that are allocated Seller prior to the Seller in accordance with the terms date hereof. (h) Amounts payable after the date hereof on account of capital expenditures relating to the Properties under the 2010 2008 capital expenditure budget previously prepared by the Seller as of March 31, 2008 (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis)Purchaser, and the Purchaser shall reimburse the applicable Seller at the Closing for all amounts so allocated to the Purchaser and paid by the such Seller prior to the ClosingClosing on account of capital expenditures under the CapEx Budget payable after the date hereof. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated prior to the Seller in accordance with date hereof. A copy of the terms hereofCapEx Budget has been previously provided to the Purchaser. (i) If a net amount is owed by the any Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the applicable Allocable Purchase Price. If a net amount is owed by the Purchaser to the Seller Sellers pursuant to this Section 9.1, such amount shall be added to the applicable Allocable Purchase Price paid to the such Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the any Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the Leases; (ii) percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water rates and charges; (vii) Sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable)Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all such brokerage commissions, tenant improvement expenses and other amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated Leases entered into by the Seller prior to the Seller in accordance with the terms date hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller as of March 31, 2008 (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and responsibility of the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis)Purchaser, and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the ClosingClosing on account of capital expenditures under the CapEx Budget payable after the date hereof. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated prior to the Seller in accordance with date hereof. A copy of the terms hereofCapEx Budget has been previously provided to the Purchaser. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rentsto the extent same have been paid to Seller as of the Closing Date, monthly Rents that are not delinquent, operating costs, taxes and other fixed charges payable under the Leases; (ii) to the extent same have been paid to Seller as of the Closing Date, percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real non-delinquent real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water water rates and charges; (vii) Sewer sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the each Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one twelve (112) year months after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. At Closing, Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to, or cause to be credited to, the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases first entered into by the Seller after the date hereofOpening of Escrow and approved by Purchaser pursuant to the approval procedures set forth in Section 8.1, or otherwise, or due in connection with the renewal or extension of any existing LeaseLease taking place after the Opening of Escrow and so approved, shall be allocated between the Seller and sole responsibility of the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the ClosingPurchaser. The Purchaser shall receive a credit at Closing for all unpaid unfunded, brokerage commissions, tenant improvement expenses allowances and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated Leases (only to the Seller in accordance with the terms hereof. (hextent) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid entered into by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated date hereof and attributable to periods prior to the Seller in accordance with the terms hereofClose of Escrow. (ih) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (ji) If, on the Closing Date, there are past due rents with respect to any Lease, amounts Lease then such delinquent rents shall not be prorated at Closing. Any delinquent rents received by the Purchaser with respect to such Lease from a tenant after the Closing Date shall be appliedapplied between the parties, as follows: first, to the out of pocket expenses incurred by Purchaser in collecting such rents, and second, to rents due or to become due during the calendar month in which the Closing occurs, and thenthird, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents Seller shall promptly remit to Purchaser all sums received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to Seller from tenants after the Closing Date, other than for rents for which Purchaser received credit hereunder. Any delinquent rents not paid to Purchaser shall be paid bear interest at the maximum rate by the Purchaser to the Sellerlaw until paid. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rentsto the extent same have been paid to Seller as of the Closing Date, monthly Rents that are not delinquent, operating costs, taxes and other fixed charges payable under the Leases. Delinquent rents will be handled in accordance with Section 9.1(h) below; (ii) to the extent same have been paid to Seller as of the Closing Date, percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs, subject to Section 9.1(b); (iv) municipal assessments and governmental license and permit fees; (v) Real non-delinquent real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water water and sewer rates and charges; (vii) Sewer and vault real property taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the each Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one twelve (112) year months after the Closing Date. (b) If there are water, gas gas, electric or electric other utility meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents charges, and gas and electricity charges. Seller shall pay all rates, if any, based thereon for the intervening time shall be apportioned on the basis of such last readingsrents and other charges at Closing. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and charges, rents and gas and electricity charges or other utility charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents charges shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the any unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. Purchaser acknowledges that Seller will terminate its insurance policies covering the Property and that Purchaser must obtain its own insurance for the Closing Date onward. (fe) At the Closing, the Seller shall transfer to, or cause to be credited to, the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. Any security deposits delivered in the form of a letter of credit shall be assigned to Purchaser at Closing, and the original letter of credit shall be delivered to Purchaser at Closing. Prior to Closing, Seller shall be responsible for obtaining all consents and documents from the issuer of any such letter of credit that are necessary to assign the same to Purchaser, and Seller shall be responsible for any transfer fees charged by the issuer of the letter of credit. (gf) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord (i) under Leases first entered into by the Seller after the date hereofOpening of Escrow and approved by Purchaser pursuant to the approval procedures set forth in Section 8.1, or (ii) due in connection with the renewal or extension of any existing LeaseLease exercised by the tenant after the Opening of Escrow, shall be allocated between the Seller and sole responsibility of the Purchaser. The Purchaser shall only receive a credit at Closing based upon their respective periods of ownership (calculated on a straight-line basis over for any unfunded or unpaid brokerage commissions, tenant improvement allowances, moving allowances, free or reduced rent and other amounts payable by the initial term Seller, or extension or renewal periodsimilar tenant inducements, granted by Seller, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated landlord under Leases (i) only to the Purchaser and paid extent entered into by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by date of this Agreement (including in connection with the Seller as landlord under exercise of any such new Lease, renewal or extension that of a Lease prior to Opening of Escrow) and (ii) where such costs are allocated to the Seller in accordance with the terms hereofunfunded. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (ig) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (jh) If, on the Closing Date, there are past due rents with respect to any Lease, amounts then such delinquent rents shall not be prorated at Closing. Any delinquent rents received by the Purchaser with respect to such Lease from a tenant after the Closing Date shall be appliedapplied between the parties, as follows: first, to the actual out of pocket expenses incurred by Purchaser in collecting such rents, and second, to rents due or to become due during to Purchaser for periods after Closing, third to rents due for the calendar month in which the Closing occurs, and thenfourth, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents Seller shall promptly remit to Purchaser all sums received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to Seller from tenants after the Closing Date, other than for rents for which Purchaser received credit hereunder. Any delinquent rents not paid to Purchaser shall be paid bear interest at the maximum rate by law until paid. Seller shall have the Purchaser to the Seller. In no event shall the Seller have any right to take any action attempt to collect any past due rents or other amounts following the Closing; provided, however, Seller may not seek to terminate any Lease or disturb any tenant’s right of possession. (i) Within five (5) days prior to Closing, Seller shall provide Purchaser with a reconciliation statement with respect to each Lease, comparing the Purchaser shall use commercially reasonable efforts to collect such past due rents amount of common area maintenance, real estate tax, insurance and other amountssimilar reimbursements (“Additional Rent”) collected from tenants of the Improvements on an estimated basis during the then current calendar year (or other applicable billing period), except that against the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies total expenditures by Seller for the corresponding expenses for which such Additional Rents are collected. If the total estimated amounts collected under any Lease exceed the actual charges payable under such Lease for the period prior to Closing, Purchaser shall receive a credit therefor at Closing, and if the total estimated amounts collected under any Lease is less than the actual charges payable under such Lease for the period prior to Closing, Seller shall receive a credit therefor at Closing. At the time of any final calculation and collection from the tenants of the Additional Rents for the year in which the Closing has occurred, whether in the nature of year-end reconciliations or payments in arrears, Seller or Purchaser shall reprorate the Additional Rents and corresponding charges based upon the total amount thereof no later than March 1, 2012. If, as a result of such reproration, the parties determine that either Seller or Purchaser received from the tenants (as adjusted for the proration made at Closing) an amount of Additional Rent in excess of the amount to which such party is entitled, such party shall pay such excess to the other party within thirty (30) days after the reproration is determined. In connection with such commercially reasonable effortsthe foregoing, Purchaser and Seller shall cooperate with each other concerning the calculation of the reproration. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rentsto the extent same have been paid to Seller as of the Closing Date, monthly Rents that are not delinquent, operating costs, taxes and other fixed charges payable under the Leases; (ii) to the extent same have been paid to Seller as of the Closing Date, percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real non-delinquent real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water water rates and charges; (vii) Sewer sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one twelve (112) year months after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. At Closing, Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to, or cause to be credited to, the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases first entered into by the Seller after the date hereofOpening of Escrow and approved by Purchaser pursuant to the approval procedures set forth in Section 8.1, or otherwise, or due in connection with the renewal or extension of any existing LeaseLease taking place after the Opening of Escrow, shall be allocated between the Seller and sole responsibility of the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the ClosingPurchaser. The Purchaser shall receive a credit at Closing for all unpaid unfunded, brokerage commissions, tenant improvement expenses allowances and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated Leases (only to the Seller in accordance with the terms hereof. (hextent) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid entered into by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account date of capital expenditures under the CapEx Budget allocated this Agreement and solely attributable to periods prior to the Seller in accordance with the terms hereofClose of Escrow. (ih) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (ji) If, on the Closing Date, there are past due rents with respect to any Lease, amounts Lease then such delinquent rents shall not be prorated at Closing. Any delinquent rents received by the Purchaser with respect to such Lease from a tenant after the Closing Date shall be appliedapplied between the parties, as follows: first, to the out of pocket expenses incurred by Purchaser in collecting such rents, and second, to rents due or to become due during the calendar month in which the Closing occurs, and thenthird, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents Seller shall promptly remit to Purchaser all sums received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to Seller from tenants after the Closing Date, other than for rents for which Purchaser received credit hereunder. Any delinquent rents not paid to Purchaser shall be paid bear interest at the maximum rate by the Purchaser to the Sellerlaw until paid. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rents, operating costs, taxes and other fixed charges payable under the LeasesLeases and the Ground Lease; (ii) percentage rents and other unfixed charges payable under the LeasesLeases and the Ground Lease; (iii) fuel, electric, water and other utility costs; (iv) municipal assessments and governmental license and permit fees; (v) Real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water rates and charges; (vii) Sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-straight- line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 2011 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rentsto the extent same have been paid to Seller as of the Closing Date, monthly Rents that are not delinquent, operating costs, taxes and other fixed charges payable under the Leases; (ii) to the extent same have been paid to Seller as of the Closing Date, percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs, unless Purchaser elects to terminate service or otherwise transfer service to its own name, in which case there shall be no apportionment of such costs through Escrow at Closing; (iv) municipal assessments and governmental license and permit fees; (v) Real real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water water rates and charges; (vii) Sewer sewer and vault taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the each Property is located. If any of the foregoing cannot be or are otherwise not apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one twelve (112) year months after the Closing Date. (b) If Subject to clause (iii) above, if there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. At Closing, Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. The provisions of this clause (b) shall only apply if water, gas or electrical charges are to be apportioned between Purchaser and Seller pursuant to clause (iii) above. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing with respect to periods before the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date)Seller. (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to, or cause to be credited to, the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases; provided, however, that if the amount of any security deposit stated in any Tenant Estoppels exceeds the amount stated in the Rent Roll with respect to the applicable tenant, then Purchaser shall be entitled to the amount of the security deposit stated in the applicable Tenant Estoppels unless Seller obtains a replacement estoppel that confirms the amount of the security deposit alleged owing by Seller. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases (i) first entered into by the Seller after the date hereofOpening of Escrow and approved by Purchaser pursuant to the approval procedures set forth in Section 8.1, or otherwise, or (ii) due in connection with the renewal or extension of any existing LeaseLease taking place after the Opening of Escrow, shall be apportioned between Purchaser and Seller with Seller being charged for the portion of the term that precedes the Closing and Purchaser being charged for the portion of the term on and after the Closing, unless the brokerage commission or tenant improvement allowance is given due to an extension of the lease term and then such costs shall only be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closingextended term. The Purchaser shall receive a credit at Closing for all unpaid unfunded brokerage commissions, tenant improvement expenses allowances and other amounts payable by the Seller as landlord under Leases, as well as any such new Lease, renewal free rent or extension other tenant credits that are allocated will occur on or after the Closing (in each case only to the Seller in accordance with the terms hereof. (hextent) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid leases entered into by the Seller prior to the Closingdate of this Agreement. The Purchaser shall receive a credit at Closing for all unpaid Notwithstanding the foregoing, brokerage commissions or other amounts payable on account to Seller or Seller’s affiliates (or family members of capital expenditures under the CapEx Budget its principals) shall not be allocated to the between Seller in accordance and Purchaser, with the terms hereofSeller being solely responsible therefore. (ih) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added paid by Purchaser and credited to Seller at the Purchase Price paid to the SellerClosing. (ji) If, on the Closing Date, there are past due rents with respect to any Lease, amounts Lease then such delinquent rents shall not be prorated at Closing. Any delinquent rents received by the Purchaser with respect to such Lease from a tenant after the Closing Date shall be appliedapplied between the parties, as follows: first, to the out of pocket expenses incurred by Purchaser in collecting such rents, and second, to rents due or to become due during the calendar month in which the Closing occurs, and thenthird, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents Seller shall promptly remit to Purchaser all sums received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to Seller from tenants after the Closing Date, other than for rents for which Purchaser received credit hereunder. Any delinquent rents not paid to Purchaser shall be paid bear interest at the maximum rate by the Purchaser to the Sellerlaw until paid. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) 9.1 The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (ia) all items of income and expense normally apportioned in sales of property in similar situations; (b) annual rents, operating costs, taxes common area maintenance charges and other fixed charges payable under the Leases;Leases and received by Sellers, (iic) percentage rents and other unfixed charges payable under the LeasesLeases and received by Sellers; (iiid) fuel, electric, water and other utility costs; (ive) municipal assessments and governmental license and permit fees; (vf) Real real estate taxes and assessments other than special assessments, based on the 1997 rates and assessed valuation applicable in the fiscal year for which assessedvaluation; (vig) Water water rates and charges; (vii) Sewer and vault taxes and rents; and (viiih) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one (1) year after the Closing Date. (b) If there are water, gas or electric meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the intervening time shall be apportioned on the basis of such last readings. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Daterents. (c) 9.2 If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing, the same shall be held in trust by the Seller Sellers or the PurchaserBuyer, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller Sellers (for the period prior to the such Closing Date) and to the Purchaser Buyer (for the period commencing with the such Closing Date). (d) 9.3 If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in on a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller Sellers shall pay or cause to be paid at the Closing the unpaid installments of such assessments due up to the Closing Date and as of Buyer shall be responsible to pay all installments thereof which are to become due and payable after the Closing Date. (e) 9.4 No insurance policies of the Seller Sellers are to be transferred to the PurchaserBuyer, and no apportionment of the premiums therefor shall be made. (f) At the Closing, the Seller shall transfer to the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. (g) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under Leases entered into by the Seller after the date hereof, or in connection with the renewal or extension of any existing Lease, shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (calculated on a straight-line basis over the initial term or extension or renewal period, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord under any such new Lease, renewal or extension that are allocated to the Seller in accordance with the terms hereof. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (i) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (j) If, on the Closing Date, there are past due rents with respect to any Lease, amounts received by the Purchaser with respect to such Lease after the Closing Date shall be applied, first, to rents due or to become due during the calendar month in which the Closing occurs, and then, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurring, then to older arrearages). Any such past due rents received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to the Closing Date, shall be paid by the Purchaser to the Seller. In no event shall the Seller have any right to take any action to collect any past due rents or other amounts following the Closing; provided, however, the Purchaser shall use commercially reasonable efforts to collect such past due rents and other amounts, except that the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in connection with such commercially reasonable efforts. The provisions of this Section 9.1 shall survive the Closing.

Real Property Apportionments. (a) The following items shall be apportioned at the Closing as of the close of business on the day immediately preceding the Closing Date: (i) annual rentsto the extent same have been paid to Seller as of the Closing Date, monthly Rents that are not delinquent, operating costs, taxes and other fixed charges payable under the Leases. Delinquent rents will be handled in accordance with Section 9.1(h) below; (ii) to the extent same have been paid to Seller as of the Closing Date, percentage rents and other unfixed charges payable under the Leases; (iii) fuel, electric, water and other utility costs, subject to Section 9.1(b); (iv) municipal assessments and governmental license and permit fees; (v) Real non-delinquent real estate taxes and assessments other than special assessments, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (vi) Water water and sewer rates and charges; (vii) Sewer and vault real property taxes and rents; and (viii) all other items of income and expense normally apportioned in sales of property in similar situations in the jurisdiction where the each Property is located. If any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned on the basis of a good faith estimate by the parties and reconciled as soon as practicable after the Closing Date but, in any event, no later than one twelve (112) year months after the Closing Date. (b) If there are water, gas gas, electric or electric other utility meters located at the Property, the Seller shall obtain readings thereof to a date not more than thirty (30) days prior to the Closing Date and the unfixed water rates and charges, sewer taxes and rents charges, and gas and electricity charges. Seller shall pay all rates, if any, based thereon for the intervening time shall be apportioned on the basis of such last readingsrents and other charges at Closing. If such readings are not obtainable by the Closing Date, then, at the Closing, any water rates and charges, sewer taxes and charges, rents and gas and electricity charges or other utility charges which are based on such readings shall be prorated based upon the per diem charges obtained by using the most recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, the apportionment of such charges shall be recalculated and the Seller or the Purchaser, as the case may be, promptly shall make a payment to the other based upon such recalculations. The parties agree to make such final recalculations within sixty (60) days after the Closing Date. At Closing, Purchaser shall credit to the account of Seller all refundable cash or other deposits posted with utility companies serving the Property, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. (c) If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents charges shall be made after the Closing, the same shall be held in trust by the Seller or the Purchaser, as the case may be, and shall first be applied to the any unreimbursed costs incurred in obtaining the same, then to any required refunds to tenants under the Leases, and the balance, if any, shall be paid to the Seller (for the period prior to the Closing Date) and to the Purchaser (for the period commencing with the Closing Date). (d) If, on the Closing Date, the Property shall be or shall have been affected by any special or general assessment or assessments or real property taxes payable in a lump sum or which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, the Seller shall pay or cause to be paid at the Closing the unpaid installments of such assessments due and as of the Closing Date. (e) No insurance policies of the Seller are to be transferred to the Purchaser, and no apportionment of the premiums therefor shall be made. Purchaser acknowledges that Seller will terminate its insurance policies covering the Property and that Purchaser must obtain its own insurance for the Closing Date onward. (fe) At the Closing, the Seller shall transfer to, or cause to be credited to, the Purchaser the amount of all unapplied security deposits held pursuant to the terms of the Leases. Any security deposits delivered in the form of a letter of credit shall be assigned to Purchaser at Closing, and the original letter of credit shall be delivered to Purchaser at Closing. Prior to Closing, Seller shall be responsible for obtaining all consents and documents from the issuer of any such letter of credit that are necessary to assign the same to Purchaser, and Seller shall be responsible for any transfer fees charged by the issuer of the letter of credit. (gf) Brokerage commissions, tenant improvement expenses and other amounts payable by the Seller as landlord (i) under Leases first entered into by the Seller after the date hereofOpening of Escrow and approved by Purchaser pursuant to the approval procedures set forth in Section 8.1, or (ii) due in connection with the renewal or extension of any existing LeaseLease after the Opening of Escrow, shall be allocated between the Seller and sole responsibility of the Purchaser. The Purchaser shall only receive a credit at Closing based upon their respective periods of ownership (calculated on a straight-line basis over for any unfunded or unpaid brokerage commissions, tenant improvement allowances, moving allowances, free or reduced rent and other amounts payable by the initial term Seller, or extension or renewal periodsimilar tenant inducements, granted by Seller, as applicable), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated landlord under Leases (only to the Purchaser and paid extent) entered into by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid brokerage commissions, tenant improvement expenses date of this Agreement and other amounts payable by the Seller as landlord under any where such new Lease, renewal or extension that costs are allocated to the Seller in accordance with the terms hereofunfunded. (h) Amounts payable after the date hereof on account of capital expenditures under the 2010 capital expenditure budget previously prepared by the Seller (the “2010 CapEx Budget”) and the 2011 CapEx Budget (together with the 2010 CapEx Budget, collectively, the “CapEx Budget”) (including, without limitation, budgeted items for “building improvements” and “development and redevelopment”), shall be allocated between the Seller and the Purchaser at Closing based upon their respective periods of ownership (on a straight line basis), and the Purchaser shall reimburse the Seller at the Closing for all amounts so allocated to the Purchaser and paid by the Seller prior to the Closing. The Purchaser shall receive a credit at Closing for all unpaid amounts payable on account of capital expenditures under the CapEx Budget allocated to the Seller in accordance with the terms hereof. (ig) If a net amount is owed by the Seller to the Purchaser pursuant to this Section 9.1, such amount shall be credited against the Purchase Price. If a net amount is owed by the Purchaser to the Seller pursuant to this Section 9.1, such amount shall be added to the Purchase Price paid to the Seller. (jh) If, on the Closing Date, there are past due rents with respect to any Lease, amounts then such delinquent rents shall not be prorated at Closing. Any delinquent rents received by the Purchaser with respect to such Lease from a tenant after the Closing Date shall be appliedapplied between the parties, as follows: first, to the actual out of pocket expenses incurred by Purchaser in collecting such rents, and second, to rents due or to become due during to Purchaser for periods after Closing, third to rents due for the calendar month in which the Closing occurs, and thenfourth, to all other rents due or past due in inverse order to the order in which they became due (i.e., first to arrearages most recently occurringolder arrearages, then to older newer arrearages). Any such past due rents Seller shall promptly remit to Purchaser all sums received by the Purchaser, once applied in the foregoing order of priority, to the extent applicable to the period prior to Seller from tenants after the Closing Date, other than for rents for which Purchaser received credit hereunder. Seller shall be paid by have the Purchaser to the Seller. In no event shall the Seller have any right to take any action attempt to collect any past due rents or other amounts following the Closing; provided, however, Seller may not seek to terminate any Lease or disturb any tenant’s right of possession. (i) The parties agree that there shall be no proration at Closing of any common area maintenance, real estate tax, insurance and other similar reimbursements owing from the tenants (“Additional Rent”). At the time of any final calculation and collection from the tenants of the Additional Rents for the year in which the Closing has occurred, whether in the nature of year-end reconciliations or payments in arrears, Seller or Purchaser shall use commercially reasonable efforts prorate outside Escrow the Additional Rents and corresponding charges based upon the total amount thereof no later than April 1, 2012. If, as a result of prorations, the parties determine that either Seller or Purchaser received from the tenants an amount of Additional Rent in excess of the amount to collect which such past due rents and party is entitled, such party shall pay such excess to the other amounts, except that party within thirty (30) days after the Purchaser shall have no obligation to institute any legal action or proceeding or otherwise enforce any of its rights and remedies under any Lease in proration is determined. In connection with such commercially reasonable effortsthe foregoing, Purchaser and Seller shall cooperate with each other concerning the calculation of the post-closing proration. The provisions of this Section 9.1 shall survive the Closing.