Seller Provided Income Support. Seller and Purchaser acknowledge and agree that the Purchase Price has been determined based upon estimated net operating income before debt service from operations at the Property of [****]. From and after the Closing, Seller shall guarantee to Purchaser that Purchaser shall receive effective gross income from operations at the Property for the Academic Lease Year of [****] (the “Required Year 1 EGI”). Within five (5) Business Days after the Effective Date, Seller shall deliver to Purchaser a certified schedule (together with all supporting **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission. documentation reasonably requested by Purchaser) of the projected effective gross income from operations at the Property for the Academic Lease Year (the “Projected Year 1 EGI”). The Projected Year 1 EGI shall be computed as follows: (i) annualized rental revenue from existing residents in place as of October 1 2007, (ii) less an assumed bad debt expense of 0.50% of gross revenues, (iii) less any rental loss from early lease expirations, (iv) less any other concessions to residents which will survive Closing, (v) plus the actual application fees and administration fees received from residents for the Academic Lease Year of [****], and (vi) plus assumed other sources of ancillary income of [****]. A preliminary draft schedule of the estimated Projected Year 1 EGI is attached as Schedule 2.5. At Closing, Seller shall deposit in escrow with the Title Company (the “Seller’s Income Support Deposit”) a sum equal to the lesser of: (i) the difference between the Projected Year 1 EGI and the Required Year 1 EGI (the “Projected Year 1 EGI Shortfall”), and (ii) [****], which sum shall be held, invested and disbursed by the Title Company in accordance with the terms of an Escrow Agreement entered into at Closing by Seller, Purchaser and the Title Company in a form mutually acceptable to the parties (the “Escrow Agreement”). Not later than February 7, 2008, Purchaser shall deliver to Seller a certified summary of the total rentals to be paid under the new leases entered into between October 1, 2007 and January 31, 2008 (the “Post October 1 2007 Rentals”). Within five (5) Business Days after Seller’s receipt of the summary of the Post October 1 2007 Rentals, Seller and Purchaser shall mutually and in good faith deliver to the Title Company a writte...
