Common use of Revenue and Expenses Clause in Contracts

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi)) or other sums and charges payable by Tenants under Tenant Leases as to each Property), revenue (including any and all fees or other compensation paid to each Seller under any Contract or Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller entering into such Contract or Tenant Lease) and expenses from any portion of each Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on a 365 day year). Buyer shall receive all rent and revenue accruing as to the applicable Property after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price the sum of any rentals already received by such Seller attributable to the period after the applicable Closing Date. Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s Property. Notwithstanding the foregoing, no Seller shall be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property after Buyer acquires such Seller’s Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s favor for rents which have accrued and are unpaid as of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing after the applicable Closing. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx Tenants of the applicable Property for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party costs of collection from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any Tenant Lease. After the applicable Closing, the applicable Seller may take reasonable action to collect any delinquent rents provided that such Seller may not commence any legal action against any Tenant seeking termination of any Tenant Lease and such Seller may not commence any other legal action against such Tenant prior to the date which is 30 days after the applicable Closing. (ii) The readings and xxxxxxxx for utilities as to each Property will be made if possible as of the applicable Closing Date, in which case the applicable Seller shall pay all such bills as of such Closing Date and no proration shall be made at such Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Seller shall notify each utility company serving its Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to Buyer. (iii) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) Tenant Deposits applicable to such Property, including all security, damage or other deposits required to be paid by any of the Tenants to secure their respective obligations under the Tenant Leases of such Property, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or Law; and (B) expenses and other sums owed by the applicable Seller to any Tenant of such Seller for any work or any dispute which occurred prior to the applicable Closing (as acknowledged in any agreement or correspondence executed by such Seller or any of its agents). At each Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s Property. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase Price. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to Buyer. (vi) At least 5 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to such Closing, the same shall be prorated and Buyer shall receive a credit therefor at such Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases was the applicable Closing Date, such Seller would be obligated to refund money to such Tenants (an “Over Collection”), rather than collect additional money from such Tenants (an “Under Collection”), said Over Collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to such Seller outside of escrow within 10 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process. (vii) Items 1, 2 and 3 described on attached Schedule C, shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistar, Inc. (“Navistar”) for tenant improvement work under its lease dated December 21, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant incentives and leasing commissions for any New Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal. Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective Date, or (y) associated with any Tenant Leases (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costs, incentives and commissions which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing Date.

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi12.1(b)(v)) or other sums and charges payable by Tenants under Tenant Leases as to each PropertyLeases), revenue (including any and all fees or other compensation paid to each Seller under any Contract or Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller entering into such Contract or Tenant Lease) and expenses from any portion of each the Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on a 365 day year). Buyer shall receive all rent and revenue accruing as to the applicable Property after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price Price, the sum of any rentals already received by such Seller attributable to the period after the applicable Closing Date and any rent concessions which accrue to any Tenant after the Closing Date). Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s PropertyDate. Notwithstanding the foregoing, no Seller shall not be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property Buyer after Buyer acquires such Seller’s the Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s favor for rents which have accrued and are unpaid as of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing after the applicable Closing. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx Tenants of the applicable Property for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party reasonable costs of collection from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any Tenant Lease. After the applicable Closing, the applicable Seller may take reasonable action to collect any delinquent rents provided that such Seller may not commence any legal action against any Tenant tenant seeking termination of any Tenant Lease lease and such Seller may not commence any other legal action against such Tenant tenant prior to the date which is 30 days after the applicable Closing. (ii) The readings and xxxxxxxx for utilities as to each Property will be made if possible as of the applicable Closing Date, in which case the applicable Seller shall pay all such bills as of such the Closing Date and no proration shall be made at such the Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s the parties’ reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Seller shall notify each utility company serving its the Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its the Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to Buyer. (iii) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) Tenant Deposits applicable to such PropertyDeposits, including all security, damage or other deposits required to be paid by any of the Tenants to secure their respective obligations under the Tenant Leases of such PropertyLeases, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or Law; and (B) expenses and other sums owed by the applicable Seller to any Tenant of such Seller for any work or any dispute which occurred prior to the applicable Closing (as acknowledged in any agreement or correspondence executed by such Seller or any of its agents). At each the Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s PropertyLeases. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase Price. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to Buyer. (vi) At least 5 10 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to such Closing, the same shall be prorated and Buyer shall receive a credit therefor at such the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases was the applicable Closing Date, such Seller would be obligated to refund money to such the Tenants (an “Over Collection”), rather than collect additional money from such the Tenants (an “Under Collection”), said Over Collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to such Seller outside of escrow within 10 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process. (viivi) Items 1, 2 and 3 described on attached Schedule C, shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistar, Inc. (“Navistar”) for tenant improvement work under its lease dated December 21, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant incentives and leasing commissions for any New Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal, except that Tenant improvement work and leasing commissions for Metropolitan Gymnastics shall be the sole responsibility of Seller (excluding any free rent for the period following the Closing Date). Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective DateDate or entered into with respect to any free rent to Metropolitan Gymnastics, or and (y) associated with any Tenant Leases (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costscosts and commissions, incentives and commissions if any, but excluding any free rent for Metropolitan Gymnastics for the period following the Closing Date, which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing Date.

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi12.1(b)(v)) or other sums and charges payable by Tenants Tenant under Tenant Leases as to each Property), revenue (including any and all fees or other compensation paid to each Seller under any Contract or Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller entering into such Contract or Tenant the Arctic Lease) and expenses from any portion of each Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on a 365 day year). Buyer shall receive all rent and revenue accruing as to the applicable Property on and after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price Price, the sum of any rentals already received by such Seller attributable to the period as of and after the applicable Closing Date and any rent concessions which accrue to Tenant on and after the Closing Date). Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s PropertyDate. Notwithstanding the foregoing, no Seller shall not be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property Buyer after Buyer acquires such Seller’s the Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s favor for rents which have accrued and are unpaid as up to the date of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing as of or after the applicable ClosingClosing Date. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx Tenants of the applicable Property Tenant for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party reasonable costs of collection from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any Tenant the Arctic Lease. After the applicable Closing, the applicable Seller may take reasonable action to collect any delinquent rents provided that such Seller may not commence any legal action against any Tenant seeking termination of any Tenant Lease lease and such Seller may not commence any other legal action against such Tenant prior to the date which is 30 days after the applicable Closing. (ii) The At Closing, Buyer shall receive as a credit against the Purchase Price in an amount equal to the security deposit required to be made under the Arctic Lease. (iii) To the extent the utilities are not in the name of Tenant, the readings and xxxxxxxx for utilities as to each Property will be made if possible as of the applicable day before the Closing Date, in which case the applicable Seller shall pay all such bills as of such Closing Date and no proration shall be made at such the Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Buyer, with assistance from Seller shall notify each utility company serving its the Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to BuyerProperty. (iiiiv) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) Tenant Deposits applicable to such Property, including all security, damage or other deposits required to be paid by any of the Tenants to secure their respective obligations under the Tenant Leases of such Property, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or Law; and (B) expenses and other sums owed by the applicable Seller to any Tenant of such Seller for any work or any dispute which occurred prior to the applicable Closing (as acknowledged in any agreement or correspondence executed by such Seller or any of its agents). At each Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s Property. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase Price. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to Buyer. (vi) At least 5 10 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants Tenant (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of 2018 up to the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods on or subsequent to such Closingthe Closing Date, the same shall be prorated and Buyer shall receive a credit therefor at such the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation year-end Operating Expense reconciliation process regarding the Arctic Lease reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases was the applicable Closing Date, such Seller would be obligated to refund money to such Tenants (an “Over Collection”), rather than collect additional money from such Tenants (an “Under Collection”)Expenses, said Over Collection over collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, promptly following demand by Buyer and in the event of such reconciliation shows an Under Collectionunder collection such that Seller would be entitled to additional payment from Tenant, the amount of the Under Collection same shall be paid by Buyer to such Seller outside of escrow within 10 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation processTenant. (vii) Items 1, 2 and 3 described on attached Schedule C, shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistar, Inc. (“Navistar”) for tenant improvement work under its lease dated December 21, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant incentives and leasing commissions for any New Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal. Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective Date, or (y) associated with any Tenant Leases (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costs, incentives and commissions which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing Date.

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi12.1(b)(v)) or other sums and charges payable by Tenants under Tenant Leases as to each PropertyLeases), revenue (including any and all fees or other compensation paid to each Seller under any Contract or Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller entering into such Contract or Tenant Lease) and expenses from any portion of each the Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on the actual number of days of the calendar month of Closing and a 365 day year). Buyer shall receive all rent and revenue accruing as to the applicable Property on and after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price Price, the sum of any rentals already received by such Seller attributable to the period after the applicable Closing Date). Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s PropertyDate. Notwithstanding the foregoing, no Seller shall not be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property Buyer after Buyer acquires such Seller’s the Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing but not yet received by Seller or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s or Buyer’s favor for rents which have accrued and are unpaid as of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing after the applicable Closing. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx bxxx Tenants of the applicable Property for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party costs of collection of such amounts from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any Tenant Lease. After the applicable Closing, the applicable Seller may take reasonable action shall have no right to collect proceed in any delinquent rents provided that such Seller may not commence manner or make any legal action claim against any Tenant seeking for rents that were delinquent as of the Closing Date or for other matters relating to the Tenant Leases for a period of 60 days after the Closing; provided, however, that Seller shall have no right to seek termination of any Tenant Lease and such Seller may not commence or eviction of any other legal action against such Tenant prior to the date which is 30 days after the applicable ClosingTenant. (ii) The readings and xxxxxxxx bxxxxxxx for utilities as to each Property will be made if possible as of the applicable Closing Date, in which case the applicable Seller shall pay all such bills as of such the Closing Date and no proration shall be made at such the Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s the parties’ reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Seller shall notify each utility company serving its the Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its the Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to Buyer. (iii) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) of all unapplied Tenant Deposits applicable to such PropertyDeposits, including all security, damage or other deposits required to be paid by any of the Tenants to secure their respective obligations under the Tenant Leases of such PropertyLeases, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or Law; and (B) expenses and other sums owed by the applicable Seller to any Tenant of such Seller for any work or any dispute which occurred prior to the applicable Closing (as acknowledged in any agreement or correspondence executed by such Seller or any of its agents). At each the Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s Property. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase PriceLeases. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to Buyer. (vi) At least 5 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to such Closing, the same shall be prorated and Buyer shall receive a credit therefor at such Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases was the applicable Closing Date, such Seller would be obligated to refund money to such Tenants (an “Over Collection”), rather than collect additional money from such Tenants (an “Under Collection”), said Over Collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to such Seller outside of escrow within 10 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process. (vii) Items 1, 2 and 3 described on attached Schedule C, shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistar, Inc. (“Navistar”) for tenant improvement work under its lease dated December 21, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant incentives and leasing commissions for any New Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal. Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective Date, or (y) associated with any Tenant Leases (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costs, incentives and commissions which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing Date.the

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi)) or other sums and charges payable by Tenants under Tenant Leases as to each PropertyLeases), revenue (including any and all fees or other compensation paid to each Seller under any Contract or Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller entering into such Contract or Tenant Lease) and expenses from any portion of each the Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on a 365 day year). Buyer shall receive all rent and revenue as of and accruing as to the applicable Property after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price Price, the sum of any rentals already received by such Seller attributable to the period as of and after the applicable Closing Date and any rent concessions which accrue to any Tenant after the Closing Date). Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s PropertyDate. Notwithstanding the foregoing, no Seller shall not be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property Buyer after Buyer acquires such Seller’s the Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s favor for rents which have accrued and are unpaid as of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing after the applicable Closing. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx Tenants of the applicable Property for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party reasonable costs of collection from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any Tenant Lease. After the applicable Closing, the applicable Seller may take reasonable action to collect any delinquent rents provided that such Seller may not commence any legal action against any Tenant tenant seeking termination of any Tenant Lease lease and such Seller may not commence any other legal action against such Tenant any tenant prior to the date which is 30 days after the applicable Closing. (ii) The readings and xxxxxxxx for utilities as to each Property will be made if possible as of the applicable Closing Date, in which case the applicable Seller shall pay all such bills as of such the day before the Closing Date and no proration shall be made at such the Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s the parties’ reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Seller shall notify each utility company serving its the Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its the Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to Buyer. (iii) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) Tenant Deposits applicable to such PropertyDeposits, including all security, damage or other deposits required to be paid by any of the Tenants to secure their respective obligations under the Tenant Leases of such PropertyLeases, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or Law; and (B) expenses and other sums owed by the applicable Seller to any Tenant of such Seller for any work or any dispute which occurred prior to the applicable Closing (as acknowledged in any agreement or correspondence executed by such Seller or any of its agents). At each the Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s PropertyLeases. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase Price. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to Buyer. (vi) At least 5 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to such Closing, the same shall be prorated and Buyer shall receive a credit therefor at such Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases was the applicable Closing Date, such Seller would be obligated to refund money to such Tenants (an “Over Collection”), rather than collect additional money from such Tenants (an “Under Collection”), said Over Collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to such Seller outside of escrow within 10 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process. (vii) Items 1, 2 and 3 described on attached Schedule C, shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistar, Inc. (“Navistar”) for tenant improvement work under its lease dated December 21, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant incentives and leasing commissions for any New Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal. Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective Date, or (y) associated with any Tenant Leases (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costs, incentives and commissions which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing Date.

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi)) or other sums and charges payable by Tenants Tenant under the Tenant Leases as to each PropertyLease), revenue (including any and all fees or other compensation paid to each any Seller Party under any Contract or the Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller Party entering into such Contract or the Tenant Lease) and expenses from any portion of each the Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on a 365 day year). Buyer shall receive all rent and revenue accruing as to the applicable Property from and after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price Price, the sum of any rentals already received by such any Seller Party attributable to the period from and after the applicable Closing Date and any rent concessions which accrue to Tenant from and after the Closing Date). Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s PropertyDate. Notwithstanding the foregoing, no Seller shall not be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property Buyer after Buyer acquires such Seller’s the Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s favor for rents which have accrued and are unpaid as of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing from and after the applicable ClosingClosing Date. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx Tenants of the applicable Property Tenant for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party reasonable costs of collection from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any the Tenant Lease. After the applicable Closing, the applicable Seller may take reasonable action to collect any delinquent rents provided that such no Seller Party may not commence any legal action against any Tenant seeking termination of any the Tenant Lease and such no Seller Party may not commence any other legal action against such Tenant prior to the date which is 30 days after the applicable Closing. (ii) The readings and xxxxxxxx for utilities as to each Property will be made if possible as of the applicable Closing Date, in which case the applicable Seller shall pay all such bills as of such the Closing Date and no proration shall be made at such the Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s the parties’ reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Seller shall notify each utility company serving its the Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its the Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to Buyer. (iii) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) Tenant Deposits applicable to such PropertyDeposits, including all security, damage or other deposits required to be paid by any of the Tenants Tenant to secure their respective its obligations under the Tenant Leases of such PropertyLease, together, in all cases, with any interest payable to the Tenants Tenant thereunder as may be required by their respective the Tenant Lease or LawLaw (or in lieu of such credit same may be transferred by Seller to Buyer); and (B) expenses and other sums owed by the applicable any Seller Party to any Tenant of such Seller for any work or any dispute which occurred prior to the applicable Closing (as acknowledged in any agreement or correspondence executed by such Seller or any of its agents). At each the Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s PropertyLease. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase Price. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to Buyer. (vi) At least 5 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to such Closing, the same shall be prorated and Buyer shall receive a credit therefor at such Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases was the applicable Closing Date, such Seller would be obligated to refund money to such Tenants (an “Over Collection”), rather than collect additional money from such Tenants (an “Under Collection”), said Over Collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to such Seller outside of escrow within 10 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process. (vii) Items 1, 2 and 3 described on attached Schedule C, shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistar, Inc. (“Navistar”) for tenant improvement work under its lease dated December 21, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant incentives and leasing commissions for any New Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal. Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective Date, or (y) associated with any Tenant Leases (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costs, incentives and commissions which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing Date.

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi)) or other sums and charges payable by Tenants under Tenant Leases as to each PropertyLeases), revenue (including any and all fees or other compensation paid to each Seller under any Contract or Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller entering into such Contract or Tenant Lease) and expenses from any portion of each the Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on a 365 day year). Buyer shall receive all rent and revenue accruing as to the applicable Property after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price Price, the sum of any rentals already received by such Seller attributable to the period after the applicable Closing Date and any rent concessions which accrue to any Tenant after the Closing Date). Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s PropertyDate. Notwithstanding the foregoing, no Seller shall not be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property Buyer after Buyer acquires such Seller’s the Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s favor for rents which have accrued and are unpaid as of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing after the applicable Closing. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx Tenants of the applicable Property for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party reasonable costs of collection from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any Tenant Lease. After the applicable Closing, the applicable Seller may take reasonable action to collect any delinquent rents provided that such Seller may not commence any legal action against any Tenant tenant seeking termination of any Tenant Lease lease and such Seller may not commence any other legal action against such Tenant tenant prior to the date which is 30 days after the applicable Closing. (ii) The readings and xxxxxxxx for utilities as to each Property will be made if possible as of the applicable Closing Date, in which case the applicable Seller shall pay all such bills as of such the Closing Date and no proration shall be made at such the Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s the parties’ reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Seller shall notify each utility company serving its the Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its the Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to Buyer. (iii) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) Tenant Deposits applicable to such PropertyDeposits, including all security, damage or other deposits required to be paid by any of the Tenants to secure their respective obligations under the Tenant Leases of such PropertyLeases, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or Law; and (B) expenses and other sums owed by the applicable Seller to any Tenant of (provided that such Seller for any work or any dispute which occurred prior to the applicable Closing (as amounts are acknowledged in any an agreement or correspondence executed by such Seller or any of its agentsSeller). At each Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s Property. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase Price. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to BuyerIntentionally deleted. (vi) At least 5 10 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to such Closing, the same shall be prorated and Buyer shall receive a credit therefor at such the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases was the applicable Closing Date, such Seller would be obligated to refund money to such the Tenants (an “Over Collection”), rather than collect additional money from such the Tenants (an “Under Collection”), said Over Collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to such Seller outside of escrow within 10 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process. (vii) Items 1, 2 and 3 described on attached Schedule C, shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistar, Inc. (“Navistar”) for tenant improvement work under its lease dated December 21, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant incentives and leasing commissions for any New Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal. Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and the Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective Date, or (y) associated with any Tenant Leases (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costs, incentives and commissions which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing Date.

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi)) or other sums and charges payable by Tenants under Tenant Leases as to each PropertyLeases), revenue (including any and all fees or other compensation paid to each Seller under any Contract or Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller entering into such Contract or Tenant Lease) and expenses from any portion of each the Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on a 365 day year). Buyer shall receive all rent and revenue accruing as to the applicable Property from and after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price Price, the sum of any rentals already received by such Seller attributable to the period from and after the applicable Closing Date and any rent concessions which accrue to any Tenant from and after the Closing Date). Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s PropertyDate. Notwithstanding the foregoing, no Seller shall not be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property Buyer after Buyer acquires such Seller’s the Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s favor for rents which have accrued and are unpaid as of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing from and after the applicable ClosingClosing Date. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx Tenants of the applicable Property for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party reasonable costs of collection from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any Tenant Lease. After the applicable Closing, the applicable Seller may take reasonable action to collect any delinquent rents provided that such Seller may not commence any legal action against any Tenant tenant seeking termination of any Tenant Lease lease and such Seller may not commence any other legal action against such Tenant tenant prior to the date which is 30 days after the applicable Closing. (ii) The readings and xxxxxxxx for utilities as to each Property will be made if possible as of the applicable Closing Date, in which case the applicable Seller shall pay all such bills as of such the Closing Date and no proration shall be made at such the Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s the parties’ reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Seller shall notify each utility company serving its the Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its the Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to Buyer. (iii) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) Tenant Deposits applicable to such PropertyDeposits, including all security, damage or other deposits required to be paid by any of the Tenants to secure their respective obligations under the Tenant Leases of such PropertyLeases, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or Law; and (B) expenses and other sums owed by the applicable Seller to any Tenant of such Seller for any work or any dispute which occurred prior to the applicable Closing (as acknowledged in any agreement or correspondence executed by such Seller or any of its agents). At each the Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s PropertyLeases. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase Price. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to BuyerIntentionally deleted. (vi) At least 5 3 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods on or subsequent to such Closingthe Closing Date, the same shall be prorated and Buyer shall receive a credit therefor at such the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases was the applicable Closing Date, such Seller would be obligated to refund money to such the Tenants (an “Over Collection”), rather than collect additional money from such the Tenants (an “Under Collection”), said Over Collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to such Seller outside of escrow within 10 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process. The obligations of this Section 12.1(b)(vi) shall survive the Closing. (vii) Items 1, 2 and 3 described on attached Schedule C, Seller shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistarsolely responsible for (x) all New BSSI Lease Costs, Inc. (“Navistar”y) for all New BSSI Lease TI and (z) all tenant improvement work under its lease dated December 21costs, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant tenant incentives and leasing commissions (i) for any New Tenant Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal. Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective Closing Date, or and (yii) associated with any Tenant Leases Lease or any other lease or occupancy agreement (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costs, incentives and commissions which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing Date.

Revenue and Expenses. (i) All rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, Operating Expense pass-throughs (except as provided in Section 12.1(b)(vi)) or other sums and charges payable by Tenants Tenant under the Tenant Leases as to each PropertyLease), revenue (including any and all fees or other compensation paid to each Seller under any Contract or the Tenant Lease to be assumed by Buyer, whether paid monthly, upon contract execution or otherwise, as consideration for such Seller entering into such Contract or the Tenant Lease) and expenses from any portion of each the Property shall be prorated separately with respect to each Property as of the applicable Closing Date (based on a 365 day year). Buyer shall receive all rent and revenue accruing as to the applicable Property after the applicable Closing Date (including, as a credit against the applicable Allocated Purchase Price Price, the sum of any rentals already received by such Seller attributable to the period after the applicable Closing Date and any rent concessions which accrue to any Tenant after the Closing Date). Each Seller shall receive rent and revenue accruing on or prior to the Closing Date applicable to such Seller’s PropertyDate. Notwithstanding the foregoing, no Seller shall not be entitled to a credit for any prepaid expenses which do not benefit such Seller’s Property Buyer after Buyer acquires such Seller’s the Property. Further, notwithstanding the foregoing, no prorations shall be made for any unpaid amounts due and payable prior to applicable Closing or for delinquent rents existing, if any, as of the applicable Closing Date. Although no adjustments shall be made in any Seller’s favor for rents which have accrued and are unpaid as of the applicable Closing, Buyer shall pay such Seller such accrued and unpaid rents as and when collected by Buyer, it being agreed, however, that Buyer shall not be deemed to have collected such arrearages attributable to the period prior to the applicable Closing until such time as the Tenant is current in the payment of all rent and other sums accruing after the applicable Closing. For a period of 90 days after the applicable Closing, Buyer agrees to xxxx Tenants of the applicable Property for all past due rents that are accrued but unpaid as of the applicable Closing; however, (A) Buyer shall not be obligated to incur any out-of-pocket expenses (unless paid by the applicable Seller), (B) Buyer may deduct any of its reasonable, third party reasonable costs of collection from any amounts due to such Seller, and (C) under any circumstance, Buyer shall not be obligated to file any legal action or terminate any the Tenant Lease. After the applicable Closing, the applicable Seller may take reasonable action to collect any delinquent rents provided that such Seller may not commence any legal action against any Tenant seeking termination of any the Tenant Lease and such Seller may not commence any other legal action against such Tenant prior to the date which is 30 days after the applicable Closing. (ii) The readings and xxxxxxxx for utilities as to each Property will be made if possible as of the applicable Closing Date, in which case the applicable Seller shall pay all such bills as of such the Closing Date and no proration shall be made at such the Closing with respect to utility bills, provided that Seller shall be allowed to retain any amounts collected from the Tenants for the payment of such utility bills up to the amount of such utility bills actually paid by Seller. Otherwise, a proration shall be made based upon Buyer’s and such Seller’s the parties’ reasonable good faith estimate and a readjustment made within 30 days after the applicable Closing, if necessary. At Buyer’s sole option, (A) Buyer may assume any deposit(s) for any or all utility(ies), and each Seller shall receive a credit for such deposit(s) at the applicable Closing, or (B) each Seller shall be entitled to the return of any deposit(s) posted by it with any utility company, and each Seller shall notify each utility company serving its the Property of the sale of such Property as of the applicable Closing. Each Seller agrees to reasonably cooperate with Buyer in transferring utility service and company accounts with respect to its the Property and shall refrain from any action likely to result in a termination or interruption of utility service upon the applicable Closing and transfer of ownership of such Seller’s Property to Buyer. (iii) No proration shall be made for insurance premiums and insurance policies will not be assigned to Buyer. (iv) At each Closing, Buyer shall receive as a credit against the applicable Allocated Purchase Price in an amount equal to the sum of: (A) Tenant Deposits applicable to such Property, including all security, damage or other deposits required to be paid by any of the Tenants to secure their respective obligations under the Tenant Leases of such Property, together, in all cases, with any interest payable to the Tenants thereunder as may be required by their respective Tenant Lease or Law; and (B) expenses and other sums owed by the applicable Seller to any Tenant of such Seller for any work or any dispute which occurred prior to the applicable Closing (as acknowledged in any agreement or correspondence executed by such Seller or any of its agents). At each Closing and at the applicable Seller’s sole cost and expense, each Seller agrees to cause the transfer to Buyer of any letters of credit, bonds, notes or other instruments constituting Tenant Deposits under any of the Tenant Leases applicable to such Seller’s Property. If any such Tenant Deposit is in the form of a bond or letter of credit, then, unless and until such Seller delivers to Buyer either a fully executed assignment to Buyer of the beneficial interest under such bond or letter of credit together with the bond or letter of credit issuer’s express written consent to such assignment or a full replacement for such bond or letter of credit issued by the bond or letter of credit issuer directly in favor of Buyer, the amount of such bond or letter of credit shall, at Buyer’s option, either be paid to Buyer at the applicable Closing or credited against the applicable Allocated Purchase PriceIntentionally Deleted. (v) As to any Property that is being conveyed subject to a Loan Obligation, if Buyer assumes the Loan Obligation and any amounts are held in escrow or reserve by or on behalf of the lender in connection with such Loan Obligation pursuant to the terms of the Loan Documents, the amounts held in such escrows or reserves shall be accounted for by (A) the applicable Seller assigning such escrows or reserves to Buyer, and (B) Buyer reimbursing such Seller for the amounts held in such escrows or reserves (other than amounts held for “replacement reserves” or other obligations relating to the period prior to the applicable Closing Date). Further, to the extent that such Loan Obligation is assumed, interest and other fees payable thereunder shall be prorated, the principal balance and any amounts accruing under the Loan Documents up to the applicable Closing but payable after such Closing shall be an obligation of the applicable Seller and adjusted accordingly at such Closing and the outstanding balance of such Loan Obligation shall be credited against the applicable Allocated Purchase Price. If the unpaid balance of the applicable Loan Obligation is greater than the credit given Buyer pursuant to this subsection and Section 2.2(c), and the same is determined post-Closing, then such Seller shall, upon notice from Buyer, immediately pay the difference to BuyerIntentionally deleted. (vi) At least 5 Business Days prior to the each Closing Date, the applicable Seller shall provide Buyer with a reasonably detailed reconciliation for each of such Seller’s Tenants Tenant showing all common area maintenance charges, property taxes, insurance and other operating cost pass-throughs payable by such Tenants Tenant (collectively, as to each Property, the “Operating Expenses”) incurred by such Seller from the beginning of the then-current calendar year (and if the prior calendar year has not been prorated, also for said prior year) (or, if different, such Tenants’ Tenant’s then-current annual billing period for Operating Expenses, and if the prior period has not been prorated, also for said prior period) through the applicable Closing Date, and any Operating Expense estimates or charges collected by such Seller during the same period of time and relating to such Tenant, all in the form customarily submitted to each Tenant (the “CAM Reconciliation”). To the extent that a Seller has received as of the applicable Closing any monthly or periodic payments of Operating Expenses allocable to periods subsequent to such Closing, the same shall be prorated and Buyer shall receive a credit therefor at such the Closing. With respect to any monthly or periodic payments of Operating Expenses received by Buyer after such the Closing allocable to a Seller prior to Closing, Buyer shall promptly pay the same to the applicable Seller (subject to the provisions in Section 12.1(b)(i) for delinquent rentals). Notwithstanding the foregoing, to the extent that the CAM Reconciliation reveals that a Seller has over-collected Operating Expenses such that, if the end of the operating expense year under the applicable Tenant Leases Lease was the applicable Closing Date, such Seller would be obligated to refund money to such Tenants Tenant (an “Over Collection”), rather than collect additional money from such Tenants Tenant (an “Under Collection”), said Over Collection shall be paid by such Seller to Buyer at the applicable Closing as a settlement statement credit; provided, in the event of an Under Collection, the amount of the Under Collection shall be paid by Buyer to such Seller outside of escrow within 10 5 Business Days after receipt from the applicable Tenant in connection with the year-end Operating Expense reconciliation process. (vii) Items 1, 2 and 3 described on attached Schedule C, shall be the responsibility of Seller. Bridgepoint Seller shall receive a credit in the amount of $150,000 representing amounts previously paid by Bridgepoint Seller to Navistar, Inc. (“Navistar”) for tenant improvement work under its lease dated December 21, 2010, as amended March 10, 2011 (the “Navistar Lease”), as described in item 4 on Schedule C if Bridgepoint Seller and Navistar agree on an amendment to the Navistar Lease, in form and substance reasonably acceptable to Buyer, providing for the amortization of such amount over the remaining term of the Navistar Lease. All Tenant improvement work, Tenant incentives and leasing commissions for any New Lease or Lease Renewals approved by Buyer pursuant to Section 8.1(c) and entered into by any Seller between the Effective Date and the Closing Date shall be prorated over the term of the New Lease or Lease Renewal. Each Seller’s share of such costs shall be based on the portion of the lease term, renewal or extension, as the case may be, occurring prior to the applicable Closing, which amount shall be a credit against the applicable Allocated Purchase Price, and Buyer shall be responsible for the remainder of such costs. Each Seller shall be responsible for all Tenant improvement costs, Tenant incentives and leasing commissions applicable to such Seller’s Property (x) for all Tenant Leases and Lease Renewals entered into by Seller or occurring prior to the Effective Date, or (y) associated with any Tenant Leases (whether relating to the initial or renewal term thereof or any expansion of the space leased thereunder) affecting such Seller’s Property not disclosed in the applicable Rent Roll or the Tenant Leases whenever same may be payable (now or in the future). Buyer shall receive a credit against the applicable Allocated Purchase Price at the applicable Closing in an amount equal to the then-unpaid costs, incentives and commissions which are the responsibility of such Seller under the foregoing provision, and such Seller shall retain responsibility for same to the extent not so credited at such Closing. Buyer shall be responsible for all Tenant improvement work, Tenant incentives and leasing commissions disclosed in the Rent Roll or the Tenant Leases with respect to any Lease Renewal exercised after the applicable Closing DateIntentionally deleted.