Common use of Apportionments Clause in Contracts

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall be made between Seller 1.1 All periodical charges and Purchaser as outgoings attributable to the Assets and all liabilities in relation to wages, salaries, insurance and all other payments to or in respect of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date Transferring Employees (the “Apportionment DateCharges”).) shall be apportioned as follows: (a) Amounts paid or payable under such part of the Leases, under any new leases executed after the date of this Agreement pursuant Charges attributable to the provisions hereof and under all Operating Agreements. At period ending on the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Completion Effective Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated borne by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications.Sellers; and (b) Rental under such part of the Ground Lease and payments due into Charges attributable to the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, period commencing after the Completion Effective Date shall be borne by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amendedPurchasers, and applied to all payments in respect of the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes apportioned Charges shall be upon the basis of the latest available tax rates made as soon as reasonably practicable following Completion and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after in any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is event within thirty (30) days from and after the date Business Days following receipt of reasonable evidence that the final invoices for taxes for the Property for the year relevant payment was made by a Party in which the Closing occurs are issued by the applicable taxing authorityrelation to such Charges. 1.2 All revenues, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, income and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund periodical receipts relating to the year in which Closing occurs shall be prorated as operation of the Apportionment Date, subject Assets (the “Revenues”) shall (save as otherwise provided in each case to payment of any of such refunds this Agreement) be apportioned between the Sellers and the Purchasers as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser.follows: (ea) With respect all Revenues attributable to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, or accrued during the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or period ending immediately prior to the Apportionment Date. Seller Completion Effective Date (including the Receivables) shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as the account of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at ClosingSellers; and (iib) transferable deposits with companies providing Utilities, if any, all Revenues attributable to or accrued during the extent period commencing from and including the rights to such transferable deposits are assigned by Seller to Purchaser at ClosingCompletion Effective Date shall be for the account of the Purchasers. (h) Amounts prepaid 1.3 If specific revenues, income, costs or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted expenses cannot be calculated or apportioned in accordance with Clause 11.2, the sale of a hotel (includingParties agree that such revenues, without limitationincome, promotional items and trade advertising due bills to the extent such costs or expenses relate to advertising reasonably useable by Purchaser) shall be apportioned pro rata between Seller the Parties based on the relevant number of days during which the Parties have had title to, interest in and Purchaser)the liabilities and risks attributable to that relevant Asset. (j) 1.4 The apportionments as collection of the Revenues relating to the Hotel in this Section 4.5 relevant Contracts shall be prepared, to handled in good faith between the extent applicable, Parties in accordance with the current edition principles set out in Clauses 11.1 and 11.2 above and the process set out in Schedule 11 (Revenue Collection Process). 1.5 The Parties agree to settle any amounts pursuant to this Clause 11 by issuing and paying an appropriate invoice (the issuing Party being the “Invoicing Party” and the receiving party being the “Invoiced Party”). In the event of any dispute in relation to the settlement of payment, the following process shall apply: (a) the Invoicing Party and Invoiced Party shall attempt in good faith to reach an agreement in respect of such dispute and, if they are unable to do so within thirty (30) calendar days from the day on which such disagreement arose, either the Invoicing Party or Invoiced Party may demand that the matter be determined by the Accounting Expert; and (b) the Accounting Expert shall, within sixty (60) calendar days present its determination in a written report to the Parties. The Accounting Expert shall act in its capacity as an expert and not as an arbitrator. The decision of the Uniform System of Accounts for Hotels Accounting Expert shall be final and binding upon the Parties and be based on the principles set out in this Agreement (and in particular this Clause 11). The Accounting Expert shall consider only those amounts and items that are in disagreement and the decision of the Hotel Association Accounting Expert shall in no event go beyond any of New York City, Inc., as adopted the disagreements of and the calculations made by the American Hotel Association Parties. Each Party shall bear the fees, costs and expenses of its own accountants, and the fees and expenses of the United States and CanadaAccounting Expert shall be borne equally by the Parties.

Apportionments. The following apportionments are to be apportioned as of the Closing Date in accordance with local custom, with said date being a day of income and expense to Purchaser, and the same shall be made between reflected on a closing statement (the “Closing Statement”) executed by Seller and Purchaser as of 11:59 p.m. local time at the PropertyClosing: 5.1 Taxes and sewer rents, if any, on the day immediately preceding basis of the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreementsfiscal year for which assessed. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after If the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the real property tax rate for such fiscal year of Closing are knownis fixed, the apportionment of Taxes taxes shall be upon made on the basis of the latest available tax rates and taxes assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of fiscal year. After the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for real property taxes are finally fixed for the Property for the fiscal year in which the Closing occurs are issued by Date occurs, Seller and Purchaser shall make a recalculation of the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration apportionment of such Taxestaxes, and Seller or Purchaser, as the case may be, shall pay make an appropriate payment to the other based on such recalculation. To the extent Seller has undertaken to obtain any real estate tax abatement relative to Seller’s period ownership (“Abatement”), Seller shall be entitled to continue to prosecute such Abatement following the Closing and the amount required as a result of the net proceeds of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion Abatement after deducting the cost of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year prosecution of same shall be prorated through the property Closing Date, if, as and when such proceeds are paid by the applicable governmental taxing authority. As part of Sellerthe Review Materials (as hereinafter defined), Seller shall provide to Purchaser copies of the relevant filings and documents relative to the Abatement. All expenses, taxes, fees, and any refund charges of every type relating to the year in which Property and accruing for any period prior to the Closing occurs shall be prorated as of paid promptly by Seller except to the Apportionment Date, subject in each case extent that Purchaser received credit therefore at the Closing. 5.2 All assessments imposed by any governmental agency (herein “Assessments”) for improvements to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed Real Property for periods after work substantially completed on or before the date of Closing shall be paid in full by Seller at Closing. Any other Assessments for improvements to the Real Property shall be paid by Purchaser. If at the time for the delivery of the deed, the Real Property or any part thereof shall be or shall have been affected by an Assessment or Assessments for work which Seller is obligated to pay which are or may become payable in annual installments of which the first installment is then due or has been paid, then for the purposes of this Agreement all of the unpaid installments of any such Assessment, including those which are to become due and payable after the delivery of the deed, shall be deemed to be due and payable and to be liens upon the Land affected thereby and shall be paid and discharged by the Seller upon the delivery of the deed. If upon the delivery of the deed Assessments which are Purchaser’s obligation exist, Purchaser assumes all such assessments and will reimburse Seller for any installments for which Purchaser is obligated to pay but were in fact paid for by Seller. As part of the Review Materials, Seller shall provide to Purchaser copies of all relevant documents, notices and correspondence relative to any Assessment of which Seller has actual knowledge and possession. (e) With respect to electricity5.3 Final readings on all gas, telephonewater and electric meters shall be made as of the Closing, television, cable televisionif possible. If final readings are not possible, gas, water and sewer services that electricity charges will be prorated based on the most recent period for which costs are metered and other utilities (collectively, the “Utilities”), available. Any deposits made by Seller shall endeavor to have the respective with utility companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and returned to Seller. Purchaser shall be responsible for making all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges arrangements for all Utilities for which readings were not obtained the continuation of utility services. 5.4 Prepaid rent and collected rent under the Leases shall be pro rated prorated as of the Apportionment Closing Date. Rents collected from any Tenant by Seller after the Closing Date shall be deemed to apply first to the rentals for the month of Closing, second to current rental due at the time of payment, and then to any other rentals that are delinquent on the Closing Date. Unpaid and delinquent rents, to which Seller is entitled, shall be turned over to Seller if collected by Purchaser within thirty (30) days of receipt. Purchaser agrees to use commercially reasonable efforts to attempt to collect such rents; provided Purchaser shall not be obligated to evict any tenant or enforce any remedies of the Lease or file any legal action in connection therewith. Seller shall not initiate any suit against any tenant with regard to delinquent rent so long as such tenant remains a tenant of the Property. Tenants under the Leases are currently paying Seller certain amounts (referred to herein as “Tenant Reimbursements”) based on Seller’s estimates for real estate taxes and assessments, common area maintenance, operating expenses and similar expenses (collectively, “Tenant Reimbursable Expenses”). Tenant Reimbursements shall be provisionally adjusted as of the Closing Date. In the event that any Tenant Reimbursements or the calculation thereof is subject to adjustment pursuant to the terms and provisions of any Lease (e.g., year-end adjustments to escalation charges and the like), then after the amount of such Tenant Reimbursements is finally determined by Purchaser (which determination shall be made on or before January 31, 2007), the parties shall make the proper adjustments so that the proration will be accurate based upon the per diem rate obtained actual amount of such Tenant Reimbursements collected and the actual Tenant Reimbursable Expenses incurred for the period in question, and payment shall be made promptly to Purchaser or Seller, whichever may be entitled to such payment, by using the last period other party for the purpose of making such adjustment. After closing, Purchaser shall promptly ▇▇▇▇ the tenants for Tenant Reimbursable Expenses payable under the Leases and bills continue to ▇▇▇▇ such tenants for such Utilities that are availableamounts each month. Upon In the taking of a subsequent actual reading, such apportionment event Seller shall be adjusted obligated to reflect make, and makes a payment to Purchaser upon Purchaser’s reconciliation of Tenant Reimbursements collected and the actual per diem rate for Tenant Reimbursement Expenses incurred as aforesaid, upon receipt Purchaser shall be obligated to promptly remit the billing period in which applicable portion of the date of Closing fallsparticular tenants entitled thereto, and Seller or PurchaserPurchaser shall indemnify, as the case may bedefend and hold harmless Seller, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room chargesits beneficiaries, room service chargestheir partners and their respective directors, valetofficers, telephone employees and similar charges as to the Hotel for the night commencing on the Apportionment Date agents, and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licensesthem from and against any losses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser)claims, permitsdamages and liabilities, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items reasonable attorneys’ fees and trade advertising due bills expenses incurred in connection therewith, arising out of or resulting from Purchaser’s failure to the extent remit such expenses relate amounts to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, tenants in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canadaprovisions thereof.

Apportionments. (i) The following apportionments shall be made apportioned between Seller Optionor and Purchaser Optionee at the Purchase Closing with respect to the applicable Premises as of 11:59 p.m. local time at the Property, on of the day immediately preceding the Purchase Closing Date (Date, and the “Apportionment Date”).net amount thereof either shall be paid by Optionee to Optionor or credited to the Purchase Price, as the case may be, at the Purchase Closing: (a) Amounts paid Real property taxes and assessments (or payable under the Leasesinstallments thereof), under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under including all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided payments in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt lieu thereof, and payments required to be made to any business improvement district taxes (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, BID taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax taxes, charges or charge assessments levied or assessed against the Property Premises, apportioned on the basis of the respective periods for which each is assessed or imposed; (b) If separately assessed from Common Charges (as such term is defined in the Condominium Declaration), water rates and charges and sewer taxes and rents, apportioned on the basis of the respective periods for which each is assessed or imposed; (c) Permit, license and inspection fees, if any, on the basis of the fiscal year for which levied, if the rights with respect thereto are transferred to Optionee; (d) Deposits on account with any utility company servicing the Premises to the extent transferred to Optionee shall not be apportioned, but Optionor shall receive a credit in the full amount thereof (including accrued interest thereon, if any); (e) All Common Charges and other amounts assessed against the Premises by the Condominium Board (as defined in the Condominium Declaration) (collectively, the “TaxesCommon Charges”); and (f) All other items customarily apportioned in connection with the sale of similar properties in the City of New York, relating to State of New York. (ii) Apportionment of real property taxes or payments in lieu thereof, BID taxes, water rates and charges, sewer taxes and rents and vault charges shall be made on the Property and payable during basis of the fiscal year in for which Closing occursassessed. If the Purchase Closing Date shall occur before the actual Taxes payable during real property tax rate or payments in lieu thereof, BID taxes, water rates or charges, sewer taxes are assessed or fixed for the year of period in which the Purchase Closing are knownDate occurs, the apportionment of Taxes for any item not yet assessed or fixed shall be upon made on the basis of the latest available real property tax rate or payments in lieu thereof, BID taxes, water rates and assessed value of the Propertycharges, provided thatsewer taxes and rents, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes as applicable, for the preceding year (after any appeal year. After the real property taxes or payments in lieu thereof, BID taxes, water rates and charges, sewer taxes and rents are finally fixed, Optionor and Optionee shall make a recalculation of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and apportionment of same after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such TaxesPurchase Closing, and Seller Optionor or PurchaserOptionee, as the case may be, shall pay make an appropriate payment to the other any amount required as a result of based upon such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaserrecalculation. (eiii) With respect to electricityIf any refund of real property taxes or payments in lieu thereof, telephone, television, cable television, gasBID taxes, water and rates or charges, sewer services that are metered and other utilities (collectively, taxes or rents is made after the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately Purchase Closing Date covering a period prior to the Apportionment Purchase Closing Date. Seller , the same shall be responsible applied first to the reasonable out-of-pocket costs incurred in obtaining same and the balance, if any, of such refund shall, to the extent received by Optionee, be paid to Optionor (for all charges based the period prior to the Purchase Closing Date) and to the extent received by Optionor, be paid to Optionee (for the period commencing on such final meter readingand after the Purchase Closing Date). (iv) If there are meters measuring water consumption or sewer usage at the Premises, and Purchaser Optionor shall be responsible for all charges thereafteruse commercially reasonable efforts to obtain readings to a date not more than ten (10) days (but in no event more than thirty (30) days) prior to the Purchase Closing Date. If such readings are not obtainable, then, until obtained (and if such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of then with respect to any period between such reading and the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Purchase Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by PurchaserDate), permits, telephone equipment, telephone rental, or other itemswater rates and charges and sewer taxes and rents, if any, shall be apportioned based upon the last meter readings, subject to reapportionment when readings for the extent relevant period are obtained after the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; andPurchase Closing Date. (iiv) transferable deposits with companies providing UtilitiesIf any adjustment or apportionment is miscalculated at the Purchase Closing, if anyor the complete and final information necessary for any adjustment is unavailable at the Purchase Closing, to the extent affected adjustment shall be calculated after the rights to such transferable deposits are assigned by Seller to Purchaser at Purchase Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (jvi) The apportionments as to the Hotel in provisions of this Section 4.5 7 shall be prepared, to survive the extent applicable, in accordance with the current edition Purchase Closing Date for a period of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canadaone (1) year.

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller Outgoing Trust shall be responsible for all charges based on such final meter readingemoluments and outgoings in respect of the Academy Employees (including all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to but not including the Transfer Date, and Purchaser will pay such liabilities in the ordinary course of business prior to the Transfer Date. The Outgoing Trust shall be responsible for all charges thereafterLGPS pension deficit contributions in respect of the Eligible Employees and Pensionable Employees that become payable before the Transfer Date and will pay such liabilities in the ordinary course of business prior to the Transfer Date. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained All Periodical Outgoings shall be pro rated as apportioned by reference to the Transfer Date such that the Outgoing Trust shall be responsible for such part of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities Periodical Outgoings that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver relate to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and period ending on the morning day prior to the Transfer Date and the Incoming Trust shall be responsible for such part of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only Periodical Outgoings that relate to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, period on or other items, if any, to after the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) Transfer Date. All Periodical Receipts shall be apportioned between Seller the Outgoing Trust and Purchaser). the Incoming Trust on a like basis. THE INCOMING TRUST SHALL REIMBURSE THE OUTGOING TRUST IN RESPECT OF ANY PREPAYMENTS. As soon as reasonably possible and in any event on or before [Insert Date] the Outgoing Trust and Incoming Trust shall prepare and endeavour to agree a schedule (jApportionments Schedule) The of the apportionments as and reimbursements required to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, made in accordance with this Clause 5. If the current edition parties fail to agree the Apportionments Schedule on or before [Insert date], either party may request that the dispute is referred for resolution to an Independent Accountant. If the parties fail to agree who to appoint as the Independent Accountant within 14 days, either party may apply to the President for the time being of the Uniform System Institute of Accounts Chartered Accountants in England and Wales to nominate the Independent Accountant and following such nomination, the parties shall use their reasonable endeavours to agree terms with the Independent Accountant as soon as reasonably possible and neither party shall unreasonably withhold consent to the terms of appointment offered by the Independent Accountant. If the parties are unable to agree terms with the nominated Independent Accountant within 14 days of its nomination, then either party may apply to the President for Hotels the time being of the Hotel Association institute of New York CityChartered Accountants in England and Wales to nominate another Independent Accountant and the process shall be repeated until terms are agreed. The Independent Accountant shall act as an expert not as an arbitrator. The Independent Accountant's findings shall, Inc.in the absence of fraud or manifest error, as adopted be binding on the parties. The reasonable fees of the Independent Accountant shall be borne by the American Hotel Association parties in such proportions as the Independent Accountant may determine. Each party shall provide the Independent Accountant with such assistance and documents as the Independent Accountant requires in connection with this Clause. Any balancing payment to be paid by either party pursuant to this Clause 5 shall be paid in cash within 14 days of the United States Apportionments Schedule being agreed or becoming final and Canadabinding on the parties.

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under On the LeasesClosing Date, under any new leases executed after Purchaser and Seller shall apportion the date of this Agreement pursuant following expenses with regard to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which Stores: (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf)'s pro rata share of ad valorem taxes, Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates assessments and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and fees payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the Stores on such tax year of Closing are thereafter determined to be more or less than the Taxes for the preceding fiscal year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaserbasis, as the case may be; (ii) Seller's pro rata share of fees, charges, parking lot and shopping center expenses or similar expenses, if any, as prescribed by all operating agreements, easements, leases or other instruments; (iii) if arrangements cannot be made for separate billing, any apportionable utility charges and any other charges that are properly apportionable in accordance with the terms of this Agreement; and (iv) Seller's pro rata share of payments under all contracts, agreements and concessions assumed by Purchaser pursuant to the terms of this Agreement. (b) The foregoing, however, shall not operate to relieve Seller of its obligations to pay its rightful share of any taxes, assessments or other fees, utility charges or other charges that are properly payable by Seller as apportioned as of the Closing Date. Real estate taxes, personal property and other taxes, and all other expenses and charges relating to the ownership or operation of the Stores, shall be shared on a pro rata basis in proportion to the period of occupancy of each party. (c) The parties agree that any payments due to each other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes the apportionments made on the Closing Date shall be paid within twenty (20) days after the Closing Date. (d) The parties agree to make payments to each other on a tax protest timely basis with respect to all or any portion of adjustments not correctly ascertainable on the Taxes for Closing Date as soon as the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment correct amount of any of such refunds as are due amounts to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted or apportioned pursuant to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada2.03 are ascertained.

Apportionments. The following apportionments shall be made apportioned between the Seller and the Purchaser at the Closing as of 11:59 p.m. local time at the Property, on of the day immediately preceding the Closing Date (the “Apportionment "Adjustment Date”)."): (a) Amounts paid fixed or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits base rents (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii"Rents") which have not been billed prepaid, security deposits referred to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalfin Section 8(e), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility Rents for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year month in which the Closing occurs are issued and Additional Rents and other amounts paid by tenants applicable to periods which expire after the applicable taxing authorityClosing Date, except in the case of an ongoing tax protestwhich have been received by Seller; (b) shall adjust the proration of such Taxesreal estate taxes, and Seller or Purchaser, as the case may be, shall pay to the other special assessments (but only any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund installment relating to the year period in which Closing occurs shall be prorated as the Adjustment Date occurs), water charges, sewer rents and charges and vault charges, if any, on the basis of the Apportionment Datefiscal years (or applicable billing period if other than a fiscal year), subject in each case respectively, for which same have been assessed; (c) value of prepaid fuel belonging to payment the Seller stored on the Property, at the Seller's cost, including any taxes, on the basis of any a statement from the Seller's suppliers; (d) charges and payments under Contracts that are being assigned to the Purchaser pursuant to the terms of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser.this Agreement and listed on Schedule 3 hereto or permitted renewals or replacements thereof; (e) With respect to electricityany prepaid items, telephoneincluding, televisionwithout limitation, cable television, gas, water and sewer services that fees for licenses which are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior transferred to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, Purchaser at the Closing and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period annual permit and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment.inspection fees; (f) Room chargesutilities, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser.extent required by Section 3.4; (g) Seller shall receive full reimbursement from deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if same are assigned to the Purchaser at Closing for each the Closing; (h) personal property taxes, if any, on the basis of the following items:fiscal year for which assessed; (i) prepaid fees or all other charges for transferable licenses, advertising expenses (but only to revenues from the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or operation of the Property other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided than Rents and adjusted in the sale of a hotel Additional Rents (including, without limitation, promotional items parking charges, tenant direct electrical reimbursements, HVAC overtime charges, and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller telephone booth and Purchaservending machine revenues).; (j) The apportionments New Lease Expenses as provided in Section 10.1.2; and (k) such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Hotel Property and located in this Section 4.5 shall be preparedLos Angeles County, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaCalifornia.

Apportionments. The following apportionments (a) All real property taxes, personal property taxes, business taxes or ad valorem obligations and similar recurring taxes and fees, including without limitations, French taxes foncières and contribution économique territoriale on the Acquired Assets for taxable periods beginning on or before, and ending after, the Closing Date, shall be made prorated between Buyer and Seller and Purchaser as of 11:59 p.m. local time at the Property, 12:01 AM on the day immediately preceding the Closing Date (on a daily basis irrespective of whether the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by taxpayer is Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver Buyer according to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective DateLaw. Seller shall be responsible for payment of all such Taxes and fees on the Acquired Assets accruing under such daily proration methodology during any period up to the Closing Date. Buyer shall credit Purchaser at Closing with any unpaid leasing commissions be responsible for all such Taxes and tenant inducement costs fees with respect to the current terms Acquired Assets accruing under such daily proration methodology during any period beginning on the Closing Date. With respect to Taxes described in this Section 3.7.(a), Seller shall timely file all Tax Returns due before the Closing Date with respect to such Taxes and Buyer shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one Party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 3.7.(a) and such payment includes the other Party’s share of such Taxes, such other Party shall promptly reimburse the Leases at remitting Party for its share of such Taxes. For all purposes of this Agreement, the Property term “Taxing Authority” shall mean any national, state, provincial, county or municipal or other than such approved new Leases local government, any subdivision, agency, commission or renewals authority thereof, or modificationsany quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority. (b) Rental under To the Ground Lease extent applicable, utilities, rents and payments due into other income and expenses of the Basin Management Fund (Acquired Assets shall be apportioned as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between of 12:01 AM on the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occursDate. If any of the foregoing cannot be apportioned at the Closing shall occur before because of the actual Taxes payable during unavailability of the year of Closing amounts which are knownto be apportioned, the apportionment of Taxes such items shall be upon apportioned on the basis of a good faith estimate by the latest available tax rates Parties and assessed value of the Propertyreconciled as soon as practicable after such Closing Date but, provided thatin any event, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than six (6) months after such Closing Date. If any refunds of utilities, rents and other income and expenses of the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year Acquired Assets described in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protestthis Section 3.7.(b) shall adjust be made after such Closing, the proration of such Taxes, and same shall be held in trust by Seller or PurchaserBuyer, as the case may be, and shall pay first be applied to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of unreimbursed costs incurred in obtaining the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Sellersame, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other itemsbalance, if any, shall be paid first to Seller (for the period prior to such Closing Date) and second to Buyer (for the period commencing with such Closing Date). No insurance policies of Seller are to be transferred to Buyer and no apportionment of the premiums therefore shall be made. (c) All of the obligations, charges and claims of any nature whatsoever concerning the Transferred Employees and, notably, the amounts payable for paid holiday leave and days acquired pursuant to the extent reduction in working time (RTT), shall be borne (i) by Buyer if said obligations, charges and claims derived from Buyer’s employment of the rights Transferred Employees on or subsequent to such prepaid fees the Closing Date or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilitiesby Seller if said obligations, if any, charges and claims derived from Seller’s employment of the Transferred Employees prior to the extent Closing Date. To this end, Seller undertakes to transfer to Buyer on Closing Date any amount payable to the Transferred Employees for the period prior to the Closing Date, including the amounts payable for paid holiday leave, retirement indemnities (IFC), individual training rights (DIF), proportional quota of 13th month, provisions for R.T.T., and deferred variable remuneration. In order to such transferable deposits are assigned by Seller to Purchaser simplify the funds transfers at Closing. (h) Amounts prepaid or , such amount payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) Transferred Employees shall be apportioned between Seller deducted from the First Installment to be made by Buyer at Closing, and Purchasersuch amount shall equal the sum of the amounts correlating to the human resources (HR) provisions attached as Schedule 3.7.(c). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall be made between Seller and Purchaser Buyer as of 11:59 p.m. P.M. local time at the Property, on the day immediately preceding the Closing Date (the “"Apportionment Date”"). Where applicable, the apportionments shall be made by the Buyer and Seller pursuant to Section 4.17. (a) Amounts paid or payable under the LeasesAll rents, operating costs and other charges under any new leases executed after lease or other covenant at the date Property shall be prorated as of this Agreement pursuant to the provisions hereof and under all Operating AgreementsClosing Date. At the Closing, Seller shall either deliver to Purchaser Buyer any security deposits deposit actually held by Seller pursuant to the Leases or credit to the account of Purchaser Buyer the amount of such security deposits deposit (to the extent such security deposits are deposit is not applied against delinquent rentals or otherwise as provided in the Leases). . (b) Unpaid and delinquent rent under the Leases Lease collected by Seller or Purchaser and Buyer after the Closing Date shall be delivered as follows: (a) if Seller hereafter collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser Buyer any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser Buyer hereafter collects any unpaid or delinquent rent from the Property, Purchaser Buyer shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser Buyer agree that (i) all rent received by Seller or Purchaser after the date of Closing shall be applied first to delinquent rentals, if any, in the order of their maturity, and then to current rentals, and (ii) all rent received by Buyer after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser Buyer will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s Buyer's operation of the Property, but Purchaser Buyer will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of pay any unpaid leasing commissions and tenant inducement costs that exist as of the Effective Date and remain unpaid with respect to any new Leases or the Property under the Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Asian Mill under the Lease is paying operating costs (CAM, real estate taxes and insurance) based on an estimate of costs. Seller shall be responsible provide Buyer with a preliminary reconciliation statement showing the amount of operating costs paid by the Asian Mill compared to an estimate of the amount of operating costs incurred by Seller as of the date of Closing. The preliminary reconciliation statement shall reconcile to the extent practical the difference between the amounts as of the date of Closing with the Purchase Price being adjusted accordingly to account for payment the difference. Post-closing, within sixty (60) after the date of Closing, Buyer and Seller shall cooperate jointly to reconcile the actual operating costs incurred by Seller to the date of Closing compared to the estimate of such amount paid at Closing, and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect make payment accordingly to the current terms other based on the difference. All operating costs for all years prior to the year of the Leases Closing have been reconciled and paid by or refunded to all tenants at the Property and Seller knows of no dispute or issues regarding such reconciliation. To Seller’s actual knowledge, there are (and will be as of the Closing) no unpaid rent, accounts receivables and other than such approved new Leases or renewals or modifications. (b) Rental amounts related to the Property owed to Seller under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied for any time period prior to the Hotel pursuant to the 3rd Amendment to the Ground Lease)Effective Date. (c) Tour Any tour agents’ ' and travel agents’ ' commissions with respect to the HotelHotel incurred prior to the Closing (whether or not for any hotel bookings after the Closing) shall be paid by Seller. (d) On or before the Closing, Seller shall pay all general real estate taxes for the Property due and payable in years prior to the year of Closing. General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against taxes for the Property (collectively, the “Taxes”), relating to the Property due and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing that are known, not paid by the apportionment of Taxes tenant under the Lease shall be upon apportioned between Buyer and Seller based on a 365 day calendar year as if Buyer were vested with title to the basis Property on the Closing. Seller shall also pay, on or before the Closing, all special assessments levied or pending against the Property as of the latest available tax rates Closing that are not paid by the tenant under the Lease, including, without limitation, any installments of special assessments (or estimates thereof) and assessed value interest thereon payable after the Closing. In the event the actual amount of general real estate taxes or special assessments owed by Seller has not been determined, Seller shall pay the general real estate taxes and special assessments owed by Seller based on one hundred fifteen percent (115%) of the Property, provided that, if general real estate taxes and special assessments contained in the Taxes most recent tax bill. The obligations of ▇▇▇er and Seller contained in this Section shall survive Closing and delivery of the Deed. A post-Closing adjustment will be made for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for actual taxes for the Property payable for the year in which the Closing occurs are issued shall occur. Such adjustment shall be made within ten (10) days after a written demand therefor is made by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay either party hereto to the other any amount required as party with a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion copy of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaseractual tax bill(s) attached. (e) With W▇▇▇ respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “"Utilities”"), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. For periods prior to the Closing Date, Seller shall be responsible for all charges based on such final meter readingreading not being paid by Asian Mill under the Asian Mill Lease, and Purchaser Buyer shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated prorated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or PurchaserBuyer, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for split equally between the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaserparties. (g) Seller shall receive full pro rata reimbursement from Purchaser Buyer at Closing for each of the following items: (i) : prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser)expenses, permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser Buyer at Closing; provided that Buyer shall not be required to reimburse Seller for items and monies owing under Service Contracts assigned to Buyer that are not terminable and Buyer does not agree to assume in accordance with Section 3.6; and (iih) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser Buyer at Closing. (hi) Amounts prepaid or payable under any Operating Agreements. Service Contracts assumed by Buyer. Subject to Section 3.6, any amounts previously paid by the Seller to parties under any of the Service Contracts (i) Such other items as are customarily provided and adjusted defined in Article 8) applicable to periods following the sale of a hotel (including, without limitation, promotional items and trade advertising due bills Closing Date shall be paid by the Buyer to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser)Seller. (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments Seller shall be made between Seller entitled to receive any income in respect of the Property and Purchaser as shall be obligated to pay all expenses in respect of 11:59 p.m. local the Property for all time at the Property, on periods prior to and including the day immediately preceding prior to the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant . Purchaser shall be entitled to the provisions hereof receive all such income and under shall be obligated to pay all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after expenses for all time periods commencing with the Closing Date shall be delivered as follows: (a) if Seller collects Date. In the event that any unpaid income or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent expense item relating to the period prior to the date of Closing Date is received or appears after the Closing, such item(s) shall be adjusted between the Seller and the Purchaser within fifteen ten (1510) days after such is discovered. Without limitation to the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after foregoing, the date of Closing following items shall be applied first to current rentals apportioned at Closing and then to delinquent rentalsas of the Closing Date: A. Collected rents; B. Collected charges and fees, if any, for the use of any clubhouse and/or other recreational facilities, and any payables in inverse order of maturityrespect thereto; C. Payments under the Service Contracts; D. Fees for transferable licenses and permits, if any; E. All real property taxes including the current installment for any assessment (special, bond, or otherwise). Purchaser will make a good faith effort after Closing to collect all rents in In the usual course of Purchaserevent that the current year’s operation taxes are not available as of the PropertyClosing Date, the proration shall be based upon such taxes for the preceding year, but such taxes shall be reprorated between Purchaser will not be obligated and Seller as soon as the current year’s taxes are available, immediately upon demand being made therefor by either Purchaser or Seller. F. At the Closing, Seller shall pay to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated Purchaser by the business means of a tenant located on credit against the Property during cash portion of the Purchase Price due at Closing a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount sum equal to the product obtained aggregate of the as-then unrefunded refundable tenants’ security deposits plus interest, if any, required by multiplying law to be paid thereon, and such refundable security deposits and interest shall be safeguarded, held, administered and paid out by the percentage Purchaser as provided by applicable Georgia law and in accordance with the applicable leases, and Purchaser shall execute at Closing in favor of Seller the Assignment of Leases hereinbefore mentioned. G. Any rent so which is collected after the Closing by either Seller or Purchaser shall be prorated between Seller and Purchaser: first to rent which is then due and unpaid to Purchaser for any month after the month during which the Closing Date occurs, then to rent which is due and unpaid for the month during which the Closing Date occurs, and then to rent which is due and unpaid for any month prior to the month during which the Closing Date occurs. H. Interest on the First Note for the month during which the Closing Date occurs. I. At the Closing, Purchaser shall pay to Seller the amount of any tax, insurance or other escrows or impound accounts held in connection with the First Mortgage Loan, and at the Closing, Seller shall transfer and assign to Purchaser all of Seller’s right, title and interest thereunto. J. At Closing, Purchaser shall receive a credit for (i) all refundable pet deposits, if any, and (ii) Purchaser’s pro-rata share of any up-front payments under any Service Contracts or other agreements with the pro-rata share equal to the up-front payment multiplied by a fraction, the numerator of which is the number balance of days which have elapsed in the Applicable Period prior to initial term remaining under the date of Closing agreement and the denominator of which is the total number initial term. Purchaser shall also receive a credit for the monthly share of days cable revenue, telephone revenue, or other receipts for the month of Closing, if any. K. Purchaser and Seller will work together in an attempt to cause all utilities servicing the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses Property which are passed through the responsibility of the owner of the Property to tenants under have the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to meters read on the Closing Date and for which to have final utility bills issued to Seller, with Purchaser bills subsequent being responsible to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance establish its own account with each such tenant’s lease utility. In the event that any utility fails to have the meter read as aforesaid, Purchaser and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms effect an equitable proration of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and utility charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller This Article VII shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as survive the Closing of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmenttransaction contemplated herein. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments (a) Except as provided below in this Clause 4.1, the net amount of all benefits and obligations of every kind and nature relating to the operation of the Assets and accruing, payable or paid and received or receivable in respect of the Assets including mineral and surface lease rentals, property taxes, maintenance, development, capital and operating costs, gas cost allowances, proceeds from the sale of production, and revenues from processing and transportation fees charged to third parties (other than income taxes), shall be made apportioned between Seller and Purchaser the Parties as of 11:59 p.m. local time at the PropertyEffective Date, on an accrual basis regarding the day immediately preceding interim statement of adjustments and on an actual basis regarding the final statement of adjustments. (b) An interim accounting and adjustment including all back up shall be conducted for Closing and Vendor shall prepare and forward a draft interim statement of adjustments to Purchaser not less than five (5) Business Days prior to the Closing Date, for Purchaser's review. (c) Within one hundred eighty (180) days of the Closing Date (the “Apportionment Date”). (a"Adjustment Period") Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof Vendor shall prepare and under all Operating Agreements. At the Closing, Seller shall either deliver forward to Purchaser any security deposits actually held by Seller pursuant to a final accounting and adjustment (the Leases "Final Statement of Adjustments" or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases"FSOA"). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from receipt of the FSOA to review same. Subject to Subclauses (d) and (e) of this Clause 4.1, settlement of accounts will be considered concluded when the Parties agree, evidenced by them signing the FSOA which expressly states that it is the final statement of all adjustments. The Parties shall not be obligated to make any adjustments after the Adjustment Period unless such adjustment has been specifically requested, by notice, within the Audit Period as defined in Subclause (d) hereof and as provided for in Subclause (e) hereof. (d) During the one (1) year period following the date that the final invoices for taxes for the Property for the year in after which the Closing occurs are issued Final Statement of Adjustments has been signed by both Parties (the applicable taxing authority"Audit Period"), except Purchaser may audit Vendor's books, records and accounts respecting the Assets, for effecting adjustments pursuant to this Article 4. Such audit shall be conducted upon reasonable notice to Vendor at Vendor's offices during Vendor's normal business hours, and shall be conducted at Purchaser's sole expense. Any claims of discrepancies disclosed by such audit shall be made in writing to Vendor within thirty (30) days following the case of an ongoing tax protest) shall adjust the proration completion of such Taxes, audit and Seller or Purchaser, as the case may be, Vendor shall pay respond in writing to the other any amount required as a result such claims of discrepancies within thirty (30) days of receipt of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaserclaims. (e) With Notwithstanding the preceding Subclauses of this Clause 4.1, any adjustments established by an audit conducted pursuant to the Regulations or the provisions of the Leases or governing agreements with respect to electricityCrown Royalty audits, telephonejoint venture audits or thirteenth-month adjustments which are outstanding at the Closing Time, televisionor which occur after the Closing Time, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter readingmade as they occur in accordance with the provisions of existing Regulations or governing agreements, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of received or paid by the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller Party thereto entitled or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentthereby obliged. (f) Room charges, room service charges, valet, telephone and similar charges as Vendor shall not be entitled to the Hotel charge Purchaser for the night commencing on the Apportionment Date and ending on the morning any of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of PurchaserVendor's administrative or overhead fees. (g) Seller As required by law, GST shall receive full reimbursement from Purchaser at Closing for each of be payable and applied to adjustments and shall be paid by the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closingapplicable Party. (h) Amounts prepaid or payable under Each Party agrees to make any Operating Agreementspayment required of it as a result of the adjustments provided for in this Clause 4.1 within thirty (30) days of being notified of the determination of the amount owing, and failing which shall be liable to pay interest on any unpaid amounts at the Prime Rate plus two (2%) percent. (i) Such other items as are customarily provided and adjusted in To the sale of a hotel (including, without limitation, promotional items and trade advertising due bills extent to which the Parties cannot agree to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel accounting provided for in this Section 4.5 shall be preparedClause 4.1, to either Party may refer the extent applicable, matter for determination in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaArticle 9.

Apportionments. 6.1. The following apportionments shall are to be made between Seller and Purchaser apportioned as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”).: (a) Amounts All real and personal property taxes and other taxes and charges, including, without limitation, sewer taxes and rents, Washington Suburban Sanitary Commission front foot benefit charges, annual assessments shown on the real property tax ▇▇▇▇ for the Property, and common areas charges, imposed on the owner of the Property and not paid or payable under by others. Apportionments of real property taxes, water rates and charges and sewer taxes and rents shall be made on the Leases, under any new leases executed after basis of the date of this Agreement pursuant to the provisions hereof and under all Operating Agreementsfiscal year for which assessed. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after If the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are knownreal property tax rate is fixed, the apportionment of Taxes taxes shall be upon made on the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes rate for the preceding year (after any appeal of applied to the latest assessed valuation thereof is concluded)valuation. After the real property taxes, water rates and charges are finally fixed, Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as make a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion recalculation of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property apportionment of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing fallssame, and Seller or Purchaser, as the case may be, shall promptly deliver make an appropriate payment to the other based on such recalculation. (b) Utility charges payable by the amount determined owner of the Property. (c) All rents and any other similar payment, with respect to be due upon such adjustmentany and all leases, subleases, licenses, and other occupancy agreements, if, as and when collected. (d) Annual license, permit and inspection fees provided that same are transferable to Purchaser. (e) Charges under the Assigned Contracts (as hereinafter defined). (f) Room chargesDeposits, room service chargesif any, valeton account with utility companies servicing the Property (and Seller and Purchaser each agrees to cooperate to effectuate the transfer of any such deposits), telephone provided that at Purchaser’s option Seller will obtain a refund of any such utility deposits in effect and similar charges as Purchaser shall provide its own utility deposits directly to the Hotel for the night commencing on the Apportionment Date and ending on the morning applicable utility companies. The parties acknowledge that as of the date of Closing shall be apportioned fifty percent (50%) to Effective Date, Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaserhas no deposits on account with any such utility companies. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted prorated in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills transactions similar to the extent such expenses relate to advertising reasonably useable transaction contemplated by Purchaser) shall be apportioned between Seller and Purchaser)this Agreement. (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. (a) The following apportionments shall shall, to the extent applicable to the Unit or otherwise required under the Condominium Instruments to be made paid by the owners of the Units, be apportioned between Seller and Purchaser Purchaser, as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after immediately preceding the Closing Date on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365 day year; and shall be delivered as follows: borne by Seller before the Apportionment Date: (ai) if Seller collects any unpaid or delinquent rent for the Propertyreal estate taxes, Seller shall deliver to Purchaser any such rent relating to the date of Closing sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any period thereafter within fifteen other governmental taxes, charges or assessments levied or assessed against the Unit (15collectively, “Property Taxes”) days after (it being understood that “Property Taxes” shall not include any fines or interest for late payment, Transfer Taxes or New York City Commercial Rent or Occupancy Taxes), on the receipt thereofbasis of the respective periods for which each is assessed or imposed, and to be apportioned in accordance with Section 7(b); (bii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentalsfuel, if any, as estimated by Seller’s supplier, at current cost, together with any sales taxes payable in inverse order connection therewith, if any (a letter from Seller’s fuel supplier shall be conclusive evidence as to the quantity of maturity. fuel on hand and the current cost therefor); (iii) prepaid fees for licenses and other permits assigned to Purchaser will make at the Closing Date; (iv) any amounts prepaid or payable by the owner of all or a good faith effort after Closing portion of the Property under the service, maintenance, supply and other agreements relating to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time together with all modifications and amendments thereof and supplements relating thereto (collectively, the “Applicable PeriodContracts”); (v) wages and fringe benefits (including, Purchaser shallwithout limitation, upon collection of such percentage rentvacation pay, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fractionsick days, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing health, welfare, pension and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance disability benefits) and other operating expenses which compensation payable to all employees (and any replacements thereof) who are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed being employed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so CB ▇▇▇▇▇▇▇ ▇▇▇▇▇ on Seller’s behalf)behalf of the Condominium; (vi) any common charges, Purchaser shall in accordance with each maintenance payments or other assessments assessed against the Unit pursuant to the Condominium Instruments on the basis of the respective periods for which such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing charges are assessed or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expensesimposed; and (vii) such other items, if any, as are customarily apportioned in real estate closings of commercial properties in the inverse order City of maturity. Purchaser hereby assumes responsibility for the payment New York, State of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modificationsNew York. (b) Rental under Property Taxes shall be apportioned on the Ground Lease and payments due into basis of the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in fiscal period for which Closing occursassessed. If the Closing Date shall occur before an assessment is made or a tax rate is fixed for the actual Taxes payable during tax period in which the year of Closing are knownDate occurs, the apportionment of such Property Taxes based thereon shall be upon made at the basis of Closing Date by applying the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes rate for the preceding year (after any appeal of to the latest assessed valuation thereof is concluded)valuation, Seller and Purchaser but, promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes assessment and/or tax rate for the Property for current year are fixed, the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) apportionment thereof shall adjust the proration of such Taxes, be recalculated and Seller or Purchaser, as the case may be, shall pay make an appropriate payment to the other any amount required within ten (10) business days based on such recalculation. If as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all the Closing Date the Unit or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year thereof shall be affected by any special or general assessments which are or may become payable in installments of which the property first installment is then a lien and has become payable, Seller shall pay the unpaid installments of Seller, and any refund relating such assessments which are due prior to the year in Closing Date and Purchaser shall pay the installments which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods on or after the date of Closing shall be paid by PurchaserDate. (ec) With respect to electricityIf there are water meters at the Property, telephone, television, cable television, gas, the unfixed water rates and charges and sewer services that are metered rents and other utilities taxes covered by meters, if any, shall be apportioned (collectively, i) on the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately basis of an actual reading done within thirty (30) days prior to the Apportionment Date, or (ii) if such reading has not been made, on the basis of the last available reading. Seller shall be responsible for all charges If the apportionment is not based on such final meter an actual current reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based then upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller shall deliver to Purchaser or PurchaserPurchaser shall deliver to Seller, as the case may be, the amount determined to be due upon such readjustment. (d) Charges for all electricity, steam, gas and other utility services (collectively, “Utilities”) shall be billed to Seller’s account up to the Apportionment Date and, from and after the Apportionment Date, all Utilities serving the Unit shall be billed to Purchaser’s account. If for any reason such changeover in billing is not practicable as of the Closing Date as to any Utility, such Utility shall be apportioned on the basis of actual current readings or, if such readings have not been made, on the basis of the most recent bills that are available. If any apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment and Seller shall promptly deliver to Purchaser, or Purchaser shall promptly deliver to Seller, as the other case may be, the amount determined to be due upon such adjustment. (e) [Intentionally Omitted]. (f) Room chargesPurchaser shall have no right to receive any rental insurance proceeds, room service chargesif any, valet, telephone and similar charges as which relate to the Hotel for period prior to the night commencing on the Apportionment Closing Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) and, if any such proceeds are delivered to Purchaser. Dinner and bar charges for , Purchaser shall, within six (6) business days following receipt thereof, pay the evening of the Apportionment Date shall be the property of same to Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) At or prior to the Closing, Seller shall receive full reimbursement from and/or its agents or designees will prepare and furnish to Purchaser at Closing for each a preliminary closing statement which will show the net cash balance of the following items: Purchase Price to be paid to Seller at the Closing pursuant to Section 4 (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by PurchaserPurchase Price and Deposit), permitsreflecting the adjustments and prorations provided for in this Agreement. Not later than ninety (90) days after the Closing Date, telephone equipment, telephone rental, Seller and Purchaser will jointly prepare a final adjustment statement reasonably satisfactory to Seller and Purchaser in form and substance (the “Final Adjustment Statement”) setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or other itemsPurchaser, if any, by reason of adjustments as shown in the Final Adjustment Statement, shall be paid in cash by the party obligated therefor within ten (10) business days following that party’s receipt of the approved Final Adjustment Statement. The adjustments, prorations and determinations agreed to the extent the rights to such prepaid fees or other charges are assigned by Seller and Purchaser in the Final Adjustment Statement shall be conclusive and binding on the parties hereto except for any items which are not capable of being determined at the time the Final Adjustment Statement is agreed to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other and Purchaser, which items as are customarily provided shall be determined and adjusted paid in the sale of a hotel manner set forth in the Final Adjustment Statement and except for other amounts payable hereunder pursuant to provisions which survive the Closing Date. Prior to and following the Closing Date, each party shall provide the other with such information as the other shall reasonably request (including, without limitation, promotional items and trade advertising due bills access to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller books, records, files, ledgers, information and Purchaser). (j) The apportionments as data with respect to the Hotel Unit during normal business hours upon reasonable advance notice, but excluding Protected Information) in this Section 4.5 shall be preparedorder to make the preliminary and final adjustments and prorations provided for herein. “Protected Information” means any one or more of the following: any internal valuation records, personnel records, all internal communications, including projections and internal memoranda or materials, budgets, reports, strategic plans, concept or development plans or proposals, internal analyses, computer software, submissions relating to internal approvals, information that is considered privileged, confidential or proprietary by Seller, information protected by the attorney-client privilege or work product doctrine, and financial information pertaining to the extent applicableSeller, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canadaits members or any affiliates.

Apportionments. The following apportionments Section 19.1. Landlord shall be made between Seller and Purchaser as have the right to continue to prosecute and/or settle any pending tax reduction proceedings in respect of 11:59 p.m. local time at the PropertyDemised Premises. However, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under Landlord shall have no right to enter into any new leases executed settlement affecting any tax years after the date 1997-1998 tax year without Tenant's prior written consent, which may be withheld in its sole discretion. Any refunds of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided savings in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date payment of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent taxes resulting from the Property, Purchaser shall deliver to Seller any such rent relating tax reduction proceedings applicable to the period prior to the date Commencement Date shall belong to and be the property of Closing within fifteen (15) days Landlord, and any refunds or savings in the payment of taxes applicable to the period from and after the receipt thereofCommencement Date shall belong to and be the property of Tenant; provided, however, that if any refund creates an obligation to reimburse any tenants for any rents paid for a period of time prior to the Commencement Date, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in this lease to such tenant) shall be paid to Tenant from the Landlord's portion and Tenant shall disburse the same to such tenants. Seller All attorneys' fees and Purchaser agree that all other expenses incurred in obtaining such refunds or savings shall be apportioned between Landlord and Tenant in proportion to the gross amount of such refunds or savings payable to Landlord and Tenant, respectively (without regard to any amounts reimbursable to tenants). Section 19.2. Landlord and Tenant shall promptly apportion any rent received by Seller or Purchaser after payments delivered to either party pursuant to the Leases in respect of periods prior to the Commencement Date as follows: 19.2.1. Any fixed rents collected subsequent to the Commencement Date shall be apportioned as of the date of Closing the Commencement Date, and applied, first, to the costs of collection; second, to the month in which the Commencement Date occurs; third, on account of any period for which rent is due from and after the month in which the Commencement Date occurs; fourth, to the extent Tenant shall have received such rent from any tenant certified by Landlord on the Commencement Date, as provided below (the "Late Tenant Certification") to be applied first in arrears, to current rentals and then payment of rent due on account of the month immediately preceding the month in which the Commencement Date occurs; and, fifth, to delinquent rentalsthe extent Tenant shall have received from any tenant covered by a Late Tenant Certification, if any, monies in inverse order excess of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course then due from such tenant, to payment of Purchaser’s operation rents due on account of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date one month period preceding the month in which the Commencement Date occurs. On the Commencement Date, Landlord shall deliver to Tenant a list of Closing all tenants who are delinquent in the payment of rents, the nature and amount of each such delinquency and the denominator period to which each such delinquency relates. 19.2.2. Any rents payable by any tenants by reason of which is the total number of days taxes, operating expenses (whether calculated directly, and/or based upon increases in the Applicable Period. With ▇▇▇▇▇▇'▇ wage or other formula), shall be allocated as and when collected on the basis of the respective periods with respect to additional rent attributable to insurance, taxes, common area maintenance and other which such operating expenses were incurred or such taxes were payable or such cost of living increases related, notwithstanding the date(s) on which such rents become payable, and the receiving party shall promptly pay over to the other party any portion of such rents (if and when received) to which the other party is entitled. Landlord, on reasonable notice and at reasonable times, shall make available to Tenant any records (to the extent not previously delivered to Tenant on the Commencement Date) which are passed through necessary to allow Tenant to ▇▇▇▇ tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected for such rents, whether due or (ii) which have not been billed to tenants by Seller prior to Closing and relate applicable to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Commencement Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental Section 19.3. Landlord and Tenant shall apportion amounts due under the Ground Lease any service contracts and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be sums paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (for utilities, including, without limitation, promotional items telephone, steam, electricity, and trade advertising due gas, on the basis of the most recent bills to therefor. Any sums on deposit with any utility company which will remain on deposit after the extent Commencement Date as verified in writing by such expenses relate to advertising reasonably useable by Purchaser) utility company shall be apportioned between Seller and Purchaser)credited to Landlord. (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following prorations or apportionments shall be -------------- made between Seller and Purchaser the parties at the Closing as of 11:59 p.m. (local time at for the Property, Inn) on the day immediately preceding prior to the Closing Date (the “"Apportionment Date”"). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectivelyspecial assessments, the “Taxes”)sewer rents, relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are knownvault charges, the apportionment of Taxes shall be upon if any, on the basis of the latest best available tax rates and assessed value of the Property, provided that, if the Taxes estimates for the year of Closing are thereafter determined to be more or less than fiscal period for which assessed; provided, however, that in the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date event -------- ------- that the final invoices for actual taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authoritymore or less than such estimated amounts, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect shall promptly pay the amount necessary to all or any portion of the Taxes adjust for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be correct proration as soon as the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser.actual tax amounts become available; (eb) With respect to electricityfuel oil in the tank at the Inns, telephoneif any, television(based upon invoice cost, cable televisionfirst in, gasfirst out), water and sewer services that service charges and charges for gas, electricity, telephone and all other public utilities. If there are metered and other utilities (collectivelymeters measuring the consumption of water, the “Utilities”)gas or electric current, Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately Seller, not more than one day prior to the Apportionment Date. Seller , if possible, shall cause such meters to be responsible for all charges based on such final meter readingread, and shall pay all utility bills for which Seller is liable upon receipt of statements therefor. Purchaser shall be responsible for all charges thereafter. If causing such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained utilities and services to be changed to its name and shall be pro rated as of liable for and shall pay all utility bills for services rendered after the Apportionment Date based upon Date. All utility adjustments will be made by the per diem rate obtained parties outside of Closing; (c) amounts which have been paid or are payable under the Contracts, Space Leases, Equipment Leases and Permits assigned to and assumed by using the last period Purchaser at Closing; (d) prepaid advertising expenses; (e) commissions of credit and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment.referral organizations; and (f) Room chargesall other Inn operating expenses, room service charges, valet, telephone charges and fees customarily prorated and adjusted in similar charges as transactions. In addition to the Hotel foregoing apportionments, (i) Purchaser shall receive a credit on the settlement statement for the night commencing on the Apportionment Date and ending on the morning amount of $750,000.00 as consideration for Purchaser's assumption of the date of Closing shall be apportioned fifty percent (50%) payment obligations pursuant to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening Section 5.03 of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. Management Agreement and (gii) Seller shall receive full reimbursement from Purchaser a credit on the settlement statement at Closing for each the amount of ▇▇▇▇▇ cash at the following items: Inns on the Closing Date, the amount of working capital on hand at the Inns (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only maintained by the Manager with respect to the extent such expenses relate to advertising reasonably useable by Purchaser)Inns) and the amounts on deposit in all bank accounts and escrow accounts, permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items any escrow or reserve accounts being maintained in connection with the Existing Debt and/or the Management Agreement, by or for the benefit of Seller with respect to the Inns; except for the reserve account maintained pursuant to Section 7.02 of ---------- the Management Agreement and trade advertising due bills currently held by Bank of America, N.A. (the "Improvement Reserve"), which Improvement Reserve shall become the property of Purchaser at Closing without additional payment by Purchaser. Notwithstanding the foregoing, Purchaser shall not pay an additional amount for the Immediate Repair Reserve (as defined in the Loan Agreement), and such reserve shall become the property of Purchaser at Closing; provided, however, that to the extent such expenses relate that Purchaser -------- ------- becomes entitled to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition a return of any of the Uniform System of Accounts for Hotels funds on deposit in such reserve, Purchaser shall instruct the Lender to deliver such funds to Seller, and in the event that Purchaser receives such funds instead, Purchaser shall deliver the same to Seller within ten (10) days after the receipt of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canadasame.

Apportionments. The A. Subject to the terms of this Section 6, the following apportionments shall items, without duplication, are to be made apportioned between Seller and Purchaser with respect to the Property as of 11:59 p.m. local time at the Propertyp.m., New York City time, on the day date immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing Date, and for which at the Closing the net amount thereof shall either be (x) paid by Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal by wire transfer of immediately available federal funds to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as a bank account designated by the tenant and if the tenant does not designateSeller or, first to current Pass Through Expenses and then to delinquent Pass Through Expensesat Seller's option, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases by unendorsed certified or Lease renewal cashier's check or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect checks payable to the current terms of the Leases order of, or at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded)direction of, Seller and Purchaser promptly (but no later than the date that drawn on a commercial bank which is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion member of the Taxes for New York Clearinghouse Association, or (y) credited by Seller against the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following itemsPurchase Price: (i) prepaid fees or other charges for transferable licenses, advertising expenses real property taxes and assessments (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other itemsincluding, if anyapplicable, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; andany business personal property assessment); (ii) transferable deposits with companies providing Utilitieswater rates and charges, if any, except those required to be paid by Tenants directly to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing.entity imposing same; (hiii) Amounts prepaid or payable under any Operating Agreements.sewer taxes and rents, except those required to be paid by Tenants directly to the entity imposing same; (iiv) Such fuel and all other items as are customarily provided and adjusted in the sale of a hotel (utilities, including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser).taxes thereon; (jv) The apportionments as to deposits on account with any utility company servicing the Hotel in this Section 4.5 shall be preparedProperty, to the extent applicabletransferred to Purchaser; (vi) deposits on account with any municipality having jurisdiction over the Property, to the extent transferred to Purchaser; (vii) rents and charges under the Space Leases in effect on the Closing Date, if, as and when collected; (viii) annual permit, license and inspection fees, if any, on the basis of the fiscal year for which levied, if the rights with respect thereto are transferable to Purchaser; (ix) charges under the Third-Party Contracts that are in effect on the Closing Date; (x) inventory in unopened packages; and (xi) all other items that reasonably require apportionment in accordance with local custom and practice to effectuate the current edition transactions contemplated hereby. Seller and Purchaser shall adjust any apportionments made under this Section 6 after the Closing to account for errors or incorrect estimates made as of the Uniform System Closing Date (it being agreed that the parties' aforesaid agreement to make such adjustments shall survive the Closing for a period of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canadatwelve (12) months).

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. P.M. local time at the PropertyProperties, on the day immediately preceding the Closing Right to Use Date of the respective Property (the “Apportionment Date”). Where applicable, the apportionments shall be made by the Purchaser and Seller pursuant to and as defined in Section 4.17. (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreementshereof. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or and Purchaser after the Closing Date shall be delivered as follows: (a) if Seller hereafter collects any unpaid or delinquent rent for the PropertyProperties, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser hereafter collects any unpaid or delinquent rent from the PropertyProperties, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that (i) all rent received by Seller or after the date of Closing shall be applied first to delinquent rentals, if any, in the order of their maturity, and then to current rentals, and (ii) all rent received by Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s 's operation of the PropertyProperties, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new the Properties under the Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property Properties (collectively, the “Taxes”), relating to the Property and payable during Properties for the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during for the year of Closing are known, the apportionment of Taxes shall shall-be upon the basis of the latest available tax rates and assessed value of the PropertyProperties, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property Properties for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (ec) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated prorated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. a. The following apportionments shall be made apportioned between Seller and Purchaser at the Closing with respect to the Premises as of 11:59 p.m. local time at the Property, on of the day immediately preceding the Closing Date Date, and the net amount thereof either shall be paid by Purchaser to Seller or credited to Purchaser, as the case may be, at the Closing: i. Real property taxes and assessments (the or installments thereof), payments required to be made to any business improvement district (“Apportionment DateBID taxes”). (a) Amounts and vault charges, except those required by Leases to be paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant by a Tenant directly to the provisions hereof entity imposing same; ii. Water rates and under all Operating Agreements. At the Closingcharges, Seller shall either deliver except those required by Leases to Purchaser any security deposits actually held be paid by Seller pursuant a Tenant directly to the entity imposing same; iii. Sewer taxes and rents, except those required by Leases or credit to be paid by a Tenant directly to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases)entity imposing same; iv. Unpaid Permit, license and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentalsinspection fees, if any, on the basis of the fiscal year for which levied, if the rights with respect thereto are transferred to Purchaser; v. Fuel, if any, at the cost per gallon most recently charged to Seller, based on the supplier’s measurements thereof, plus sales taxes thereon, which measurements shall be given by Seller to Purchaser as close to the Closing Date as is reasonably practicable, but in inverse order of maturityno event more than five (5) business days prior to the Closing Date, and which, absent manifest error, shall be conclusive and binding on the Seller and Purchaser; vi. Deposits on account with any utility company servicing the Premises to the extent transferred to Purchaser will make shall not be apportioned, but Seller shall receive a good faith effort after Closing to collect all rents credit in the usual course of Purchaser’s operation of the Propertyfull amount thereof (including accrued interest thereon, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rentsif any); vii. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time Rents (the “Applicable Period”as hereinafter defined), if, as and when collected, in accordance with Section 7(f) hereof; viii. Leasing Costs, in accordance with Section 20(b) hereof; ix. Payments due under any Surviving Contracts; and x. Purchaser shall, upon collection of such percentage rent, remit to Seller shall receive a credit against the Purchase Price in an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed prepaid rents received by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to in connection with the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods Leases covering any period after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under xi. All other items customarily apportioned in connection with the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau sale of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease)similar properties similarly located. (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General b. Apportionment of real estate property taxes, BID taxes, water or sewer rates and charges, sewer taxes and rents and vault charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against shall be made on the Property (collectively, basis of the “Taxes”), relating to the Property and payable during the fiscal year in for which Closing occursassessed. If the Closing Date shall occur before the actual Taxes payable during the year of Closing real property tax rate, BID taxes, water rates or charges, sewer taxes or rents or vault charges are knownfixed, the apportionment of Taxes for any item not yet fixed shall be upon made on the basis of the latest available real property tax rate, BID taxes, water rates and assessed value of the Propertycharges, provided thatsewer taxes and rents or vault charges, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes as applicable, for the preceding year (after any appeal of applied to the latest assessed valuation thereof is concluded)valuation. After the real property taxes, BID taxes, water rates and charges, sewer taxes and rents and vault charges are finally fixed, Seller and Purchaser promptly (but no later than shall make a recalculation of the date that is thirty (30) days from and apportionment of same after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such TaxesClosing, and Seller or Purchaser, as the case may be, shall pay make an appropriate payment to the other any based upon such recalculation. c. The amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds the unpaid taxes, assessments, water rates or charges, sewer rents and vault charges which Seller is obligated to pay and discharge, with interest and penalties thereon (if any) to the Closing Date may, at Seller’s option, be allowed to Purchaser out of the balance of the Purchase Price, provided that official bills therefor with interest and penalties thereon (if any) are furnished by Seller at the Closing and provided that the Title Insurer will omit same as are due exceptions from, or insure against collection from the Property in, Purchaser’s title insurance policy, at no additional cost or expense to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricityd. If any refund of real property taxes, telephone, television, cable television, gasBID taxes, water and rates or charges, sewer services that are metered and other utilities (collectivelytaxes or rents or vault charges is made after the Closing Date covering a period prior to and/or after the Closing Date, the “Utilities”same shall be applied first to the reasonable out-of-pocket costs incurred in obtaining same (including reasonable attorneys’ fees, accounting fees, consultant fees and filing fees) and the balance, if any, of such refund shall, to the extent received by Purchaser, be paid to Seller (for the period prior to the Closing Date) and to the extent received by Seller, be paid to Purchaser (for the period commencing with the Closing Date). Any payment to Seller pursuant to the immediately preceding sentence shall be net of any amount payable to a Tenant in accordance with its Lease (and any payment to Purchaser pursuant to the immediately preceding sentence shall include any amount payable to a Tenant in accordance with its Lease, which payment to such Tenant shall be made promptly by Purchaser, after such refund is made). Purchaser hereby agrees to indemnify and hold harmless Seller as to any refund payment paid by Seller to Purchaser for a Tenant, including without limitation any reasonable attorneys’ fees, disbursements and court costs arising out of any claims by the Tenant to whom such refund is due and the costs of prosecuting the within indemnification. Purchaser’s indemnification obligations hereunder shall survive the Closing and delivery of the Deed. e. If there are meters measuring water consumption or sewer usage at the Property (other than meters measuring water consumption or sewer usage for which a Tenant is obligated to pay under its Lease directly to the taxing authority or utility), Seller shall endeavor attempt to have the respective companies providing the Utilities read the meters for the Utilities on or immediately obtain readings to a date not more than thirty (30) days prior to the Apportionment Closing Date. Seller , and if obtained, the parties shall be responsible for all charges adjust based on upon such final meter reading, and Purchaser shall be responsible for all charges thereafterwith a per diem adjustment through the Closing Date based upon the average daily water usage shown thereon. If such readings are not obtainable, then, until such time as readings are obtained, water rates and charges for all Utilities for which readings were not obtained and sewer taxes and rents, if any, shall be pro rated as of the Apportionment Date apportioned based upon the per diem rate obtained by using last actual meter readings (based upon the average daily water usage shown thereon) provided the last reading is within sixty (60) days of Closing, subject to reapportionment when readings for the relevant period are obtained after the Closing Date. If any of the Tenants pay electric based on a submeter for their electric consumption, then the Seller shall cause any such submeter to be read as close as possible to the Closing Date and bills for upon completion of such Utilities that are available. Upon the taking of a subsequent actual reading, the Seller shall b▇▇▇ each such apportionment Tenant electric charges, based on such reading. At the Closing, the Seller shall provide the Purchaser with documentation as to any such readings and b▇▇▇▇▇▇▇ for submetered electric charges. f. To the extent that Seller or Purchaser receives Rents after the Closing Date, the same shall be adjusted to reflect the actual per diem rate for the billing period held in which the date of Closing falls, and trust by Seller or Purchaser, as the case may be, and shall promptly deliver to be applied in the other the amount determined to be due upon such adjustmentorder of priority set forth in this Section 7(f). i. The following terms shall be as defined herein: “Base Rents”: fixed rent, and other amounts of a fixed nature (f) Room chargeswhich may include, room service chargeswithout limitation, valetelectric inclusion and supplemental water, telephone HVAC and similar condenser water charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning paid or payable by Tenants); “Overage Rents”: a percentage of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees Tenant’s business during a specified annual or other charges for transferable licenses, advertising expenses period (but only sometimes referred to the extent such expenses relate to advertising reasonably useable by Purchaseras “percentage rent”), permitsso-called “escalation rent”, telephone equipmentand additional rent based upon increases in or otherwise attributable to real estate and BID taxes, telephone rentaloperating expenses, utility costs, a cost of living index or p▇▇▇▇▇’▇ wages or otherwise, but which shall in no event include Reimbursable Payments (as hereinafter defined); “Reimbursable Payments”: overtime heat, air conditioning or other itemsutilities or services; freight elevator; electric inclusion and adjustments related to electric usage (such as rate and/or fuel adjustments and survey); submetered electric; supplemental water, if anyHVAC, and condenser water charges; services or repairs, and labor costs associated therewith, to the extent to which a Tenant is obligated to reimburse the rights to such prepaid fees landlord under its Lease or other charges are assigned by for which a Tenant has separately contracted with Seller to Purchaser at Closingor its agent; and (ii) transferable deposits with companies providing Utilities, if any, true-ups on account of escalation and/or additional rent for years prior to the extent year in which the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or Closing occurs; amounts payable under any Operating Agreements. (i) Such for above standard cleaning; and all other items which are payable to Seller as are customarily provided reimbursement or payment for above standard or overtime services (but which amounts shall not be treated as Reimbursable Payments if already included in a Tenant’s Base Rents); and adjusted in the sale of a hotel (“Rents”: all amounts due and owing from Tenants, however characterized, including, without limitation, promotional items Base Rents, Overage Rents and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser)Reimbursable Payments. (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. (a) The following apportionments shall be made apportioned between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”), provided that to the extent any such amount to be apportioned is the obligation of Seller as tenant under the Lease, the apportionment shall occur as of the date Seller ceases to be required to pay the same under the Lease and, to that extent, no payment shall be due in respect thereof on the Closing Date: (i) real estate taxes, payments in lieu of taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against (or, if the Third Floor Unit is not separately assessed, attributable to) the Third Floor Unit (collectively, “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with paragraphs (b) and (c) of Article 11 hereof; (ii) all other Common Charges (as defined in the Declaration) and any other prepaid utility charges not included in Common Charges with respect to the Third Floor Unit; and (iii) such other items as are customarily apportioned in accordance with real estate closings of commercial properties in the City and State of New York. (ab) Amounts paid Property Taxes shall be apportioned on the basis of the tax period for which assessed. If as of the Closing Date the Third Floor Unit or any portion thereof shall be affected by any special or general assessments which are or may become payable under in installments of which the Leasesfirst installment is then a lien and has become payable, under any new leases executed Seller shall pay the unpaid installments of such assessment which are due prior to the Closing Date and Purchaser shall pay the installments which are due on or after the date Closing Date. (c) In the event of any conflict between the foregoing paragraph (b) and the terms and provisions of the Condominium Documents and the Lease with respect to this subject, the terms and provisions of the Condominium Documents and the Lease shall govern. (d) At or prior to the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement (the “Preliminary Closing Statement”) which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Balance of the Purchase Price to be paid to Seller at the Closing. Within one hundred twenty (120) days following the Closing Date, Seller and Purchaser will jointly prepare a final closing statement reasonably satisfactory in form and substance to Seller and Purchaser (the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within thirty (30) days following that party’s receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto, except for (i) any items which are not capable of being determined at the time the Final Closing Statement, which items shall be determined and paid in the manner set forth in the Final Closing Statement when such items may be determined, (ii) any amounts payable in respect of the Leaseback Premises and (iii) other amounts payable hereunder pursuant to provisions of this Agreement pursuant which expressly survive the Closing. Prior to and following the Closing Date, each party shall provide the other (and shall cause the Condominium to provide the other) with such information as the other shall reasonably request (including, without limitation, access to the books, records, files, ledgers, information and data with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein. If the parties are unable to agree on these adjustments and prorations, then any dispute with respect thereto shall be resolved by arbitration before a single arbitrator in the Borough of Manhattan, City of New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) (Expedited Procedures). No arbitrator shall have the power to add to, subtract from, or otherwise have the power to modify the provisions hereof of this Agreement. The decision in any such arbitration shall be binding and under all Operating Agreementsconclusive on Seller and Purchaser. Judgment and equitable relief may be had on the decision and award of the arbitrator so rendered in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in the Commercial Arbitration Rules, notices to Seller and Purchaser will be given in accordance with the notice provisions of this Agreement. In no event will either party be entitled to consequential or punitive damages with respect to any matter to be resolved by arbitration. Each party shall pay its own costs, fees and expenses in accordance with any arbitration. The fees and expenses of the arbitrator and AAA shall be shared equally by Seller and Purchaser, except if the arbitrator shall determine that one party was the prevailing party and that its share of such fees and expenses should be paid by the non-prevailing party, then the non-prevailing party shall pay such fees and expenses. (e) At the Closing, Seller shall either deliver have the right to Purchaser prepay any security deposits actually held amounts payable by Seller pursuant to under the Leases or Lease for such period, if any, as Seller may elect in its sole discretion. If Seller exercises such right, then Purchaser shall receive a credit to against the account of Purchaser Balance in the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases)prepayment. Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to give Purchaser not less than three (3) Business Days’ notice of any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed intention by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental prepay amounts under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing All prorations shall be apportioned fifty percent complete and final no later than six (50%6) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for months after Closing or, if applicable, the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of PurchaserLease Expiration Date. (g) Seller The provisions of this Article 11 shall receive full reimbursement from Purchaser at Closing for each of survive the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. ARTICLE 12. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments (a) All real estate taxes (excluding special assessments attributable to the period prior to the Closing which shall be made Sellers’ responsibility), utility, security deposits under the Occupancy Agreements, and any other deposits in connection with Property operations (other than security amounts described in the Assumption Documents or otherwise contemplated by the Loan Documents), and items of income and expense with respect to each Property shall be prorated between Seller Sellers and Purchaser as of 11:59 p.m. local time at the Propertybased upon amounts due and payable, on an accrual basis, in the day immediately preceding calendar year or calendar month, as applicable, in which the Closing Date (occurs except as set forth below. All prorations of real estate taxes shall be based upon the “Apportionment Date”). (a) Amounts paid or payable under most recent available full year’s tax bills, and, if applicable, subject to re-proration when the Leases, under actual tax ▇▇▇▇ for the applicable fiscal tax year in which the Closing occurs is received. Sellers shall receive a credit for any new leases executed after the date of this Agreement reserves held by Lender pursuant to the provisions hereof Loan Documents, for any and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant prepaid interest related to the Leases Loans and applicable to any period from and after the Closing Date, and if Seller’s interest rate cap is assumed by Purchaser, all prepaid amounts related thereto (and if such cap is not assumed by Purchaser, Sellers shall be entitled to any proceeds or credit other benefits derived from such interest rate caps). All items of revenue, cost and expense of each Property with respect to the period prior to the Closing Date shall be for the account of Purchaser the amount each Seller. All items of such security deposits (revenue, cost and expense of each Property with respect to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid period from and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Propertyaccount of Purchaser. Prorations of revenue shall be based upon amounts actually collected, Seller and any amounts collected after Closing shall deliver to Purchaser any such rent relating be prorated between the parties, applied to the date oldest receivables first. The adjustments hereunder shall be calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by Representatives of Sellers and Purchaser at the Closing. Subsequent final adjustments and payments shall be made in cash or other immediately available funds as soon as practicable after the Closing Date, and in any period thereafter event within fifteen ninety (1590) days after the receipt thereof, and Closing Date (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser provided that such ninety day period shall deliver be extended up to Seller any such rent relating to the period prior to the date of Closing within fifteen an additional thirty (1530) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller necessary information becomes available for the parties to calculate any necessary adjustments relating to payments of real estate taxes or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentalsspecial assessments), if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated an accounting performed by Manager and acceptable to Sellers and Purchaser. In the business of a tenant located on event the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which parties have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs agreed with respect to the current terms adjustments required to be made pursuant to this Section 9.1 within such ninety (90) day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties to such dispute shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the Leases at final results of the Property other than adjustments shall be paid to the party entitled to such approved new Leases or renewals or modificationsadjustment within thirty (30) days after the final determination thereof. (b) Rental under The entrance fees charged to residents of the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation Virginia Property and the City Florida Property shall not be prorated and all obligations to refund entrance fees to residents of Scottsdale, Arizona, as amended, and applied those projects shall be assumed by Purchaser to the Hotel pursuant extent that such refunds are not yet due and payable as of the Closing Date. Sellers shall remain responsible for the refund of all entrance fees for the Virginia Property and the Florida Property that are due and payable prior to the 3rd Amendment Closing Date. A schedule of the current status of the entrance fees paid to Sellers for the Ground LeaseVirginia Property and the Florida Property is attached hereto as Schedule 9.1(b). (c) Tour agents’ and travel agents’ commissions Purchaser will assume no obligations under the Existing Leases, except with respect to the HotelExisting Leases for the New York Properties known as ▇▇▇▇▇▇ Place and Sage Harbor, and there shall be no proration of any items of revenue, cost or expense arising in connection with the Existing Leases (except with respect to the Existing Leases for the New York Properties known as ▇▇▇▇▇▇ Place and Sage Harbor, which shall be prorated), including, without limitation, any and all revenues, costs and expenses related to the Tenants. All items of revenue, cost or expense arising in connection with the Properties, including revenues related to the Occupancy Agreements, shall be prorated between Sellers and Purchaser, in accordance with Section 9.1(a) above, as if the Existing Leases, except for the Existing Leases for the New York Properties known as ▇▇▇▇▇▇ Place and Sage Harbor, did not exist. (d) General real estate taxes, water There shall be no apportionment or sewer rates and charges (if not metered), personal property taxes, proration of any insurance premiums or any other governmental tax costs or charge levied or assessed against the Property (collectively, the “Taxes”), relating expenses related to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment employment of any of such refunds as are due to Tenants under Persons at the Leases. All Taxes assessed for periods after the date of Closing shall be paid by PurchaserProperties. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, The provisions of this Section 9.1 shall survive the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The Notwithstanding the provisions of Article V, the following apportionments provisions shall be made between Seller and Purchaser as apply: (i) As of 11:59 p.m. local time at the Property, P.M. on the day immediately preceding the Closing Date date hereof, the Administrative Member, on behalf of the LLC closed the books of the LLC. The following items shall be apportioned between the parties as of the date hereof (with Reckson entitled to income and, except to the “Apportionment Date”)extent expressly provided for under this Agreement otherwise, responsible for expenses prior to the date hereof and Reckson and Investor entitled to income and responsible for expenses from and after the date hereof): (A) any and all amounts payable by Citibank to the Property Owner under the Citibank Lease, (B) any insurance premiums under insurance policies carried by the LLC or the Property Owner with respect to the Property, (C) debt service and any other recurring fees under the GACC Loan, and (D) other any revenues or expenses of the LLC and/or the Property Owner. (aii) Amounts paid All income, gains, losses, deductions and credits of the LLC (including all LLC Charges) accruing prior to the date hereof shall be allocated to Reckson. From and after the date hereof, the respective Interests of the Members in the revenues, distributions, expenses, income, gains, losses, deductions and credits of the LLC shall be in accordance with the provisions of this Agreement. (iii) As to any receivables, expenses, charges or payable under other similar items (including all LLC Charges) for the Leasesaccounting period in which the Closing occurs, under any new leases executed after if the date of this Agreement pursuant is prior to the provisions hereof and under time when any such receivable, charge, expenses or similar item (including all Operating Agreements. At LLC Charges) is paid, then the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date same shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating apportioned subsequent to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereofhereof. If, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentalshereof, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified Owner shall have collected any sums on account of any such receivable, charge, expense or similar item (including all LLC Charges) for any accounting period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit beginning prior to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior but ending subsequent to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurancehereof, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing sum shall be applied apportioned as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modificationsdate hereof. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing parties apportion any of the items set forth in paragraph (a) above which have been paid on an estimated basis, such items shall occur before be reapportioned when the actual Taxes payable during the year of Closing amounts are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter finally determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items after any tenant audit or dispute has been finally determined). Administrative Member shall provide to the Members an accounting of all such amounts. (i) Reckson OP shall indemnify and trade advertising due bills hold harmless the LLC and Investor from and against all loss, obligation, expense (including reasonable counsel fees), damage and liability to the Applicable Entities resulting from claims asserted by third parties, but only if and to the extent such expenses relate expenses, obligations, damages and liabilities are expressly the responsibility of Reckson under this Agreement or (A) have arisen or accrued prior to advertising reasonably useable the date hereof or are based upon events which occurred prior to the date hereof and (B) are not related to (I) the physical or environmental condition of the Property or any fixtures or equipment located thereon (except for an injury, death or third party claim for property damage occurring at the Property prior to the date hereof which directly results from a physical condition at the Property existing at the time of such injury), (II) any matter that would ordinarily be revealed by Purchasera title search and/or survey of the Property or is covered by the LLC's title insurance policy, or (III) any matter that is the responsibility of Citibank. All expenses, obligations, damages and liabilities of the Applicable Entities for which Reckson OP is not responsible pursuant to this Section 4.01(c)(i) shall be apportioned between Seller the responsibility of the LLC from and Purchaser)after the date hereof. (jii) The apportionments as to Reckson OP shall indemnify and hold harmless the Hotel in this Section 4.5 shall be preparedLLC and the Investor for any New York State and City real estate transfer taxes (including any controlling interest transfer taxes) that are imposed on the Applicable Entities, but only if and to the extent applicable, such taxes are based upon (i) transfers and events which occurred prior to the execution and delivery of this Agreement and/or (ii) the transfer of an interest in accordance with the current edition LLC to Reckson by Reckson OP. (d) Each Member's Capital Account shall be adjusted as of the Uniform System of Accounts for Hotels date hereof and shall be equal to the amount set forth after such Member's name in Section 5.01(a) as its Capital Contribution (or deemed Capital Contribution), after taking into account the apportionments pursuant to Section 4.01, provided that the Investor's Capital Account as of the Hotel Association date hereof shall equal the amount set forth after its name in Section 5.01(a) as its Capital Contribution plus an amount equal to the Transfer Tax Amount as of New York Citythe date hereof. The aggregate initial Book Values of the LLC assets as of the date hereof, Inc.net of any liabilities of the LLC, shall equal the Member's aggregate Capital Accounts as adopted of the date hereof, provided further that the initial Book Value of any LLC cash shall equal the amount thereof, the initial Book Value of LLC land shall equal $119,138,550 and the initial Book Value of LLC buildings shall equal the initial aggregate Book Values of all LLC assets less the aggregate Book Values of LLC cash and LLC land. (e) On the date hereof, Investor shall pay to Reckson an amount equal to $7,022,686.00 representing Investor's pro rata share of the mortgage recording taxes and other transaction costs attributable to the GACC Loan, including, without limitation legal fees, due diligence costs of Lender and title insurance costs, that were paid by the American Hotel Association of LLC or its Affiliate (the United States and Canada"GACC Loan Costs"). The GACC Loan Costs are set forth on Schedule I hereto.

Apportionments. (a) The following apportionments items shall be made between Seller and Purchaser apportioned at the Closing as of 11:59 p.m. local time at the Property, close of business on the day immediately preceding the Closing Date: (i) Rents and all other charges (including cost reimbursement payments) payable under the Copart Lease as of the Closing Date (the “Apportionment Date”whether or not collected). (aii) Amounts paid or Rents and all other charges (including cost reimbursement payments) payable under the LeasesLeases other than the Copart Leases as and when collected; PROVIDED, HOWEVER, that if any rents under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to Leases shall be accrued and unpaid at the extent such security deposits are not applied against delinquent rentals or otherwise as provided in Closing Date, the Leases). Unpaid and delinquent rent under the Leases rents collected by Seller Purchaser on or Purchaser after the Closing Date shall first be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for applied to all rents due at the Property, Seller shall deliver to Purchaser any time of such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating collection with respect to the period prior after the Closing Date with the balance payable to Seller to the date extent of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to rents delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation as of the PropertyClosing Date; and, but PROVIDED FURTHER that Purchaser will shall not be obligated required to institute any lawsuit or other collection procedures proceeding to collect delinquent rents. With respect to percentage any rents based upon gross sales or other income generated by the business of a tenant located accrued and unpaid on the Closing Date. If Seller shall not have received all accrued and unpaid rents due it as of the Closing Date within ninety (90) days thereafter, Seller, at it sole cost and expense, shall be entitled to bring such actions or proceedings not affecting possession or enforcing landlord's liens as it shall desire to collect any such accrued and unpaid rents, and Purchaser shall cooperate with Seller in any such action. (iii) Real estate taxes and assessments. (iv) Water rates and charges. (v) Sewer and vault taxes and rents. (vi) Annual license, permit and inspection fees with respect only to those Permits transferred to Purchaser at the Closing. (vii) All charges and payments for fuel and steam, gas, electricity and all other utility services supplied to the Property during a specified period of time (which are not charged directly to Tenants; PROVIDED, HOWEVER, that if there is no meter or if the “Applicable Period”), Purchaser shall, upon collection current ▇▇▇▇ for any of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have utilities has not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods issued prior to the Closing and Date, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued. (viii) Payments and other charges under Service Contracts which are transferred to Purchaser bills subsequent at the Closing. (ix) All other income from and expenses related to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease the Property of every type and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closingnature. If Seller has billed and collected Pass Through Expenses any of the foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which relate are to periods be apportioned, or additional information regarding any of the foregoing apportioned at the Closing is made available after the Closing, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing Seller shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis furnish readings of the latest available tax rates water, gas and assessed value of electric meters located on the Property, provided thatif any, if other than meters measuring the Taxes for computation of utilities which are the year direct responsibility of Closing are thereafter determined any Tenant, to be a date not more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from prior to the Closing Date and after the date that the final invoices for unfixed water rates and charges, sewer taxes and rents and gas and electricity charges, if any, based thereon for the Property for intervening time shall be apportioned on the year in which basis of such last readings. If such readings are not obtainable by the Closing occurs Date, then, at the Closing, any water rates and charges, sewer taxes and rents and gas and electricity charges which are issued based on such readings shall be prorated based upon the per diem charges obtained by using the applicable taxing authoritymost recent period for which such readings shall then be available. Upon the taking of subsequent actual readings, except in the case of an ongoing tax protest) shall adjust the proration apportionment of such Taxes, charges shall be recalculated and Seller or Purchaser, as the case may be, promptly shall pay make a payment to the other based upon such recalculation. (c) The amount of any amount required as a result of such adjustment. Furtherunpaid real property taxes and assessments, if water rates and charges and sewer taxes and rents which Seller or Purchaser undertakes a tax protest with respect is obligated to all or any portion of pay and discharge may, at the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property option of Seller, and any refund relating to the year in which Closing occurs shall be prorated as paid out of the Apportionment Date, subject in each case cash balance of the Purchase Price (and therefore reducing the cash to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by PurchaserPurchaser to Seller at Closing), provided that official bills therefor, indicating the interest and penalties, if any, thereon, are furnished by Seller by the Closing. (ed) With respect to electricity, telephone, television, cable television, gasIf any refunds of real property taxes or assessments, water rates and charges or sewer services that are metered taxes and other utilities (collectivelyrents shall be made after the Closing, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller same shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained held in trust by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, and shall promptly deliver first be applied to the unreimbursed costs incurred in obtaining the same, then paid to any Tenant who is entitled to the same and the balance, if any, shall be paid to Seller to the extent such refunds are for the period prior to the Closing Date and to Purchaser to the extent such refunds are for the period commencing with the Closing Date. (e) In the event the apportionments hereinabove provided which are to be made at the Closing result in a credit balance to either party, such sum shall be paid at the Closing by increasing or decreasing, as appropriate, the Purchase Price by the amount of such credit balance in favor of Seller or Purchaser, as the case may be. (f) If any proceeding for reassessment or other proceeding to determine the assessed value of the Property or the real property taxes payable with respect to the Property shall have been commenced prior to the date hereof and be continuing as of the Closing Date, Seller shall be entitled to control the prosecution of such proceeding or proceedings to completion and to settle or compromise any claim therein. Purchaser agrees to cooperate with Seller and to execute any and all documents reasonably requested by Seller in furtherance of the foregoing. (g) No insurance policies of Seller are to be transferred to Purchaser, and no apportionment of the premiums therefor shall be made. Purchaser acknowledges that it shall be responsible for securing its own insurance for the Property. (h) [Intentionally Omitted]. (i) If any rents (including cost reimbursement payments) are payable or accruable under the Leases on the basis of estimates or formulae and are subject to adjustment after the Closing Date, such rents shall be apportioned at the Closing to the extent collected on the basis of the then current charges or accruals, as applicable, and shall be subject to reapportionment on the basis of the amounts as finally determined to be owing under the Leases. Apportionment of escalation rent shall be made on the basis of a 365 day year and the actual number of days elapsed. Within a reasonable time after Purchaser has made its calculations of the final cost reimbursement payments in respect of the pertinent fiscal periods and prior to billing tenants therefor, Purchaser shall prepare and submit to Seller a final calculation of the amounts and other items to be apportioned pursuant to this Agreement as of the Closing Date (the "Final Report"). Seller shall raise any objections it has to the Final Report within fifteen (15) days after the submission thereof by written notice to Purchaser given within said fifteen (15) day period and stating in reasonable detail Seller's objections, and Purchaser shall allow Seller and its authorized representatives reasonable access during business hours to its books and records pertinent to the Property to permit Seller to review the Final Report and to ascertain its accuracy. (ii) If Seller shall raise any objections to the Final Report as provided above, the parties shall meet within ten (10) days after submission of Seller's notice thereof and attempt to resolve such objections. If any objections are not resolved within said ten (10) day period, such objections may thereafter be submitted by either party to any certified public accountant reasonably acceptable to the parties for determination. The determination of such firm shall be final and conclusive on the parties and judgment may be entered thereon in any court of competent jurisdiction. (iii) The Final Report shall be deemed amended by agreement of the parties or determination of such firm, and, within ten (10) days after such agreement or determination (or, if Seller raises no objections to the Final Report, the expiration of the fifteen (15) day objection period), Purchaser shall ▇▇▇▇ the tenants therefor. Thereafter, Seller promptly shall pay to Purchaser, or Purchaser shall pay to Seller promptly upon collection, as the case may be, the amount determined to be due from such party to the other in accordance with this Section 8 based upon such adjustmentthe Final Report, as the same may have been amended. (fiv) Room chargesIf a determination is required, room service charges, valet, telephone the parties shall bear the fees and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning expenses of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent firm handling such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser)determination equally. (j) The apportionments as to obligations of the Hotel in parties hereto under this Section 4.5 8 shall be prepared, to survive the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaClosing.

Apportionments. The To the extent not covered by Section 3.3, the following apportionments items shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, apportioned on the day immediately preceding the Closing Date (the “Apportionment Date”).: (a) Amounts paid any charges and fees payable or payable receivable under the LeasesAssumed Contracts and Transferred Permits; (b) real estate and personal property taxes, under sewer rents and charges and other local taxes and charges affecting the real property included in the Assets or any new leases executed after portion thereof, on the date basis of this Agreement pursuant the applicable semester or similar period for which the same are levied, imposed or assessed; (c) charges for water, electricity, telephone and all other utilities (except to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held extent disposed of by Seller pursuant final billing to the Leases or credit Seller); and (d) Seller’s liability to the account of Plant Employees for accrued vacation and “pagas extras” (with Seller compensating Purchaser in full for the amount of such security deposits (liabilities net of advances for pagas extras to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after Plant Employees) through the Closing Date shall be delivered as follows: Date. Not less than five (a5) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) business days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing Date, the Seller shall prepare and for deliver to the Purchaser a statement of such apportionments which the Purchaser bills subsequent shall review. Upon completion of such review and agreement as to closing (Purchaser hereby agreeing to so ▇▇▇▇ on any correction in the Seller’s behalf)statement of such apportionments, Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after on the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Date the Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect will pay to the current terms of Seller, or the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied Seller will pay to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Furthertogether with, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaseroffset against, as the case may be, the payment of the portion of the Purchase Price payable on Closing Date pursuant to Section 2.1(b). To the extent that appropriate apportionment may not be possible on the Closing Date, or is based on approximate figures, appropriate adjustments shall promptly deliver be made within 30 days of receipt of appropriate documentation (such as utility bills). All apportionments shall be made based on a calendar day basis relative to the other Closing Date. If Purchaser and Seller have a disagreement regarding the amount determined appropriate apportionments to be due upon such adjustment. (f) Room chargespaid pursuant to this Section 3.4, room service charges, valet, telephone and similar charges as the parties have not resolved the disagreement within 10 days of written notice from one party to the Hotel other, then the parties shall submit the issue to a certified public accountant, mutually agreed upon by the parties, for resolution. The decision of the night commencing accountant shall be based on the Apportionment Date documents and ending evidence submitted by the parties and on applicable accounting principles generally accepted in Spain. The accountant’s final decision shall be binding on both parties without right of appeal. The party whose arguments do not prevail, as determined by the morning accountant, shall pay all of the date of Closing shall be apportioned fifty percent (50%) to Seller costs and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening expenses of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaseraccountant. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments (a) Provided and on condition that Tenant is current on the rental obligations under the Triple Net Lease, the rent under such Triple Net Lease shall be made apportioned between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total actual number of days in the Applicable Periodmonth during which the Closing occurs. With respect In the event Tenant is indebted to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants Seller for any obligations under the Triple Net Lease (as of the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing Date, then, in such event, all such money due and relate to periods prior owing shall be added to the Closing Purchase Price and for which shall be paid by Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease Purchaser warrants and payments due into the Basin Management Fund (as defined in represents that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General all real estate taxes, water or charges, sewer rates rents and charges (if not metered), personal property any and all other governmental taxes, charges or any other governmental tax or charge assessments levied or assessed against the Property (collectively, the “Property Taxes”) which are due and owing on the Closing Date shall be paid, in full, prior to or at the time of the Closing, and Purchaser shall defend, indemnify and hold Seller harmless from and against any and all claims arising out of the failure to fully and timely pay all such Property Taxes (including, but not limited to any and all penalties and interest that may be due and owing as a result of the failure to timely pay any such Property Taxes). (c) Charges for all electricity, relating steam, gas and other utility services (collectively, “Utilities”) shall continue to be billed in the manner previously undertaken up to the Property Apportionment Date and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authorityApportionment Date, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year Utilities shall be the property of Sellerbilled to Purchaser’s, and or its affiliate, account. If for any refund relating to the year reason such change over in which Closing occurs shall be prorated billing does not occur as of the Apportionment Closing Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for associated with all Utilities for which readings were not obtained shall be pro rated as of on and after the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentDate. (fd) Room charges, room service charges, valet, telephone and similar charges as to the Hotel Purchaser shall receive a credit for the night commencing on the Apportionment Date and ending on the morning amount of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for security deposit under the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of PurchaserTriple Net Lease. (ge) Seller The provisions of this Section 6 shall receive full reimbursement from Purchaser at survive the Closing for each a period of the following items: twelve (i12) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closingmonths. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments 12.1 Income and outgoings shall be apportioned with effect from the Actual Completion Date (income and outgoings for the Actual Completion Date to be apportioned 50/50 between the Buyer and the Seller . 12.2 Apportionment payments to be made pursuant to this Clause ‎12 shall be made between upon Completion save that in the case of any income which has not then been received by the Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”)payment shall be made when it is received. (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant 12.3 Any sum to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date be apportioned shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent treated as:- 12.3.1 payable for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree which it covers except that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protestannual sum payable in instalments the amount to be apportioned to the Buyer of any such instalment shall be 1/365th of the annual sum for each day within the instalment period to which such instalment relates as shall be later than the Actual Completion Date; and 12.3.2 accruing from day to day and at the rate applicable from time to time. 12.4 The following monies payable by Tenants under the Letting Arrangements shall not be subject to apportionment as between the Seller and the Buyer:- 12.4.1 VAT (and any such VAT which shall not have been paid to the Seller as at Completion and for which the Seller is obliged or shall have been obliged to account to HM Revenue & Customs shall be treated as "Seller's Outstanding Monies" as defined by and pursuant to Clause ‎13); and 12.4.2 any sums which do not relate to a period in which the Actual Completion Date falls. 12.5 Interest payable by Tenants under the Letting Arrangements for late payment shall be apportioned as follows:- 12.5.1 interest payable in respect of any period to (and including) or preceding the Actual Completion Date shall adjust be apportioned entirely to the proration Seller; and 12.5.2 interest payable in respect of such Taxes, any period which follows the Actual Completion Date shall be apportioned as between the Seller and Seller or Purchaser, the Buyer in the same ratios as the case may be, sum upon which interest is payable shall be apportioned. 12.6 If the Buyer defaults in performing its obligations under this Agreement and Completion is delayed then in addition to any compensation to which the Seller shall be entitled pursuant to Standard Condition 9.3 or any interest to which the Seller shall be entitled pursuant to Clause 15 and/or any other damages to which the Seller shall be entitled and without prejudice to the apportionments to be made pursuant to the foregoing provisions of this Clause 12 the Buyer shall pay to the other Seller upon Completion:- 12.6.1 such sums which the Seller shall have paid or be required to pay by way of rent or otherwise under the Lease (but excluding any amount required VAT which the Seller is able to recover against input VAT) in respect of the period commencing upon the Contractual Completion Date and expiring upon the Actual Completion Date, but ignoring any period during which Completion was delayed as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion the default of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to 12.6.2 interest upon each such sum at the extent Contract Rate in respect of the rights to period commencing upon the later of the Contractual Completion Date and the date upon which such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or sum became payable under the Lease and expiring upon the Actual Completion Date, but ignoring any Operating Agreements. (i) Such other items period during which Completion was delayed as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition result of the Uniform System of Accounts for Hotels default of the Hotel Association Seller 12.7 The provisions of New York City, Inc., as adopted by the American Hotel Association this Clause ‎12 take effect subject to any other provisions of the United States and Canadathis Agreement.

Apportionments. The following apportionments shall items will be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior prorated to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications.: (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d1) General real estate taxesestate, water or sewer rates special assessments, and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating taxes applicable to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes Purchased Assets for the year of Closing are thereafter determined to be more or less than the Taxes for Closing, based upon the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller then latest available levy and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaserassessment. (e2) With respect to electricity, telephone, television, cable television, gas, water Any other governmental or special district fees and sewer services that assessments as are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be customarily adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentsimilar real estate transactions. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i3) Such other items as are customarily provided and adjusted in the sale of a hotel (includingsimilar real estate transactions, including without limitation, promotional items rent and trade advertising due bills other charges under the Space Leases, rents and additional rents, utilities, payments under the Lease for taxes and operating expenses, expenses pertaining to the extent such expenses relate to advertising reasonably useable by Purchaser) Purchased Assets and other items customarily prorated, including without limitation monthly minimum rent, monthly CAM charges, monthly electrical charges for Seller's pylon sign at or about the Theatres, monthly real estate tax contributions and percentage rents, shall be apportioned between Purchaser and Seller as of the close of business on the Closing Date. All prorations shall constitute a final settlement between the parties, and Purchaser)no further adjustment between Purchaser and Seller shall be made. All prorations regarding taxes and assessments shall be based upon the most recently available tax ▇▇▇▇ presented to Seller. Prorations for expenses under the Lease shall be based upon the most recent billing therefor by the landlord under the Lease. Prorations for percentage rent shall be as provided in Subsection (4) below. All prepaid and unearned film rental expenses of Seller, if any, pertaining to the Theatres will be credited to Seller at Closing, including reimbursement at Closing for any advances and guaranties unearned. All unpaid film rental expenses of Seller arising prior to Closing, if any, pertaining to the Theatres will remain Seller's obligation. (j4) The apportionments as Any percentage rentals under the Lease shall be prorated to the Hotel Closing Date by calculating an annualized sales amount for the Leasehold Theatre based on actual sales information for the twelve months preceding Closing, minus the breakpoint specified in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaLease.

Apportionments. 11.1 The following apportionments shall be made apportioned between Seller and Purchaser the parties as of 11:59 p.m. local time at the Property, P.M. on the day immediately preceding the Closing Date (the “Apportionment Date”).: (a) Amounts paid or payable rents, additional rents, escalation charges, insurance reimbursements and other tenant charges under the Leases (collectively, the "Rents"), as and when collected; (b) real estate taxes and assessments, if any, on the basis of the fiscal year for which assessed (including without limitation real estate tax reimbursement obligations with respect to the named tenants under the Leases). Notwithstanding the foregoing, if real estate taxes shall be the responsibility of tenant named under the Leases, and if Tenant shall not then be in monetary default under any new leases executed the Leases, then the same shall not be adjusted between Seller and Purchaser at Closing (other than reimbursement and adjustment obligations related to payments made to or by Seller as landlord under the Leases); (c) water meter and frontage charges and sewer rents, if any, based upon a final water meter reading obtained by Seller, at Seller's sole expense, dated not more than forty five (45) days prior to the Closing Date. Any adjustments for the period subsequent to such reading shall be made on a per diem basis based upon the most recent average daily usage, as shown by the special water meter reading. In the event the final water reading is not available as of the Closing Date, the Closing shall nevertheless proceed and the parties shall apportion the meter charges and sewer rents on the basis of the last readings and bills received by Seller and the same shall be appropriately readjusted after the date Closing on the basis of this Agreement pursuant the next subsequent bills (with Seller being obligated to pay all such utility charges pertaining to the provisions hereof period prior to Closing, and Purchaser being obligated to pay all such charges pertaining to the period thereafter). Notwithstanding the foregoing, if water and sewer charges shall be the responsibility of tenant named under all Operating Agreements. At the Leases, and if Tenant shall not then be in monetary default under the Leases, then the same shall not be adjusted between Seller and Purchaser at Closing. (d) vault taxes or charges, if any, unless same shall be the responsibility of tenant named under the Leases; (e) value of fuel stored on the Premises, if any, at the price then charged by Seller's supplier, including any taxes, based upon a reading obtained by Seller not more than three (3) days prior to the Closing, Seller unless same shall either deliver be the responsibility of tenant named under the Leases; and (f) business improvement district charges and other governmental and quasigovernmental taxes, fees, assessments and charges, unless same shall be the responsibility of tenant named under the Leases (other than reimbursement and adjustment obligations related to Purchaser any security deposits actually held payments made to or by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in landlord under the Leases). Unpaid ; 11.2 Except as expressly provided to the contrary herein, all apportionments and delinquent adjustments shall be made in accordance with the customs and practice of the Real Estate Board of New York. 11.3 If any past due rent under the Leases collected or additional rent shall be owing by Seller or Purchaser after Tenant on the Closing Date Date, Purchaser and Seller agree that the first moneys received by Purchaser from the Tenant, net of the reasonable out-of-pocket costs of collection, shall be delivered as followsapplied in the following order of priority: (a) if Seller collects any unpaid or delinquent rent for the Propertyfirst, Seller shall deliver to Purchaser any such rent relating to the date of month in which the Closing and any period thereafter within fifteen (15) days after the receipt thereof, and occurred; (b) if Purchaser collects then, to any unpaid month or delinquent rent from months following the Propertymonth in which the Closing occurred; (c) then, Purchaser shall deliver to Seller any such rent relating the month immediately preceding the month in which the Closing occurred; and (d) then, to the period prior to the date of month immediately preceding the month in which the Closing within fifteen (15) days after the receipt thereofoccurred. Seller All such monies received by Purchaser for such past due rentals shall be held in trust for Seller, and Purchaser agree that all rent received by agrees to remit forthwith to Seller or Purchaser after the date amount of Closing shall be applied first such past due rentals to current rentals which Seller is entitled, as and then to delinquent rentalswhen so collected, if any, in inverse order of maturity. Purchaser will make together with a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation reasonable accounting of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so amounts collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Periodcollection costs. With respect In no event shall Seller be permitted to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), the Tenant to collect any rent arrears. Purchaser shall use reasonable efforts (but not litigation) to collect arrears in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of rent after the Closing, and Purchaser shall not consent to the release or waiver of any unpaid leasing commissions arrears without the consent of Seller (which shall not be unreasonably withheld). 11.4 Seller is hereby authorized, but is not obligated, to continue any proceedings for reduction of the assessed valuation of the Premises that are pending on the Closing Date and tenant inducement costs (with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible such proceedings for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect tax years prior to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by Date shall occur) to settle or compromise the applicable taxing authority, except same in the case of an ongoing tax protest) shall adjust the proration of Seller's sole discretion. Any settlement or compromise in connection with such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest proceedings brought with respect to all or any portion of the Taxes for the tax year in which the Closing occurs Date shall occur shall be made by Seller in consultation with, and with the consent of, Purchaser (which consent shall not be umeasonably withheld or Seller does so with respect delayed). If a tax refund shall be obtained by reason of an adjustment of the assessed valuation of the Premises attributable to any previous yeara period prior to the Closing Date, any refund relating to any previous year the same shall be the property of SellerSeller (less the reasonable costs of collection, including attorneys and accounting fees). If any such refund relating to the year in which Closing occurs shall be prorated as obtained for a period including the Closing Date, the amount of such refund (less the cost of obtaining the same, including, without limitation, reasonable attorneys' and accounting fees) shall be apportioned according to length of the Apportionment Date, subject in each case to payment of any respective portions of such refunds as are due period during which each party owned the Premises and subject to Tenants under adjustment and apportionment pursuant to the Leases. All Taxes assessed for periods after the date of Closing If any such refund or portion thereof to which Purchaser shall be entitled as hereinbefore provided shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”)Seller, Seller shall endeavor to have receive the respective companies providing the Utilities read the meters same as trust funds for the Utilities on or immediately benefit of Purchaser and shall forthwith remit the same thereto. 11.5 Purchaser shall be entitled to a credit against the Purchase Price in the amount of $550,000 representing the $250,000 rent credit (less any amounts credited to the tenant under the Dress Barn Lease prior to the Apportionment DateClosing) and the $300,000 construction allowance (less any amounts paid by Seller to the tenant under the Dress Barn Lease prior to the Closing)The Dress Barn, Inc. is entitled to as set forth in Sections 2E and 32 of the lease between 1100 Kings Owner and The Dress Barn, Inc (the “Dress Barn Lease”) and Purchaser at Closing shall assume all obligation to the tenant under the Dress Barn Lease to pay the construction allowance. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of leasing commissions due any broker pursuant to or in connection with the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentDress Barn Lease. (f) Room charges11.6 The terms, room service charges, valet, telephone covenants and similar charges as to conditions of this Article 11 shall survive the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments It is specifically agreed between the Parties that the Purchaser shall pay to the Vendor or to the Management Company (as also shall Purchasers of the other apartments in the Development) on or before the Completion Date and in any case before the Purchasers is given possession of the Unit his share of the expenses as stated in the Second Schedule hereto. All rates and outgoings payable in respect of the Unit shall be made fairly apportioned between Seller and Purchaser the Parties as of 11:59 p.m. local time at the PropertyLease Completion Date and shall be payable by the Purchaser to the Vendor together with the balance of the Purchase Price. No Encumbrances The Unit is sold subject to the Acts, Covenants, Conditions and Stipulations as more particularly set out in the documents of title relating to the Land but otherwise free from any mortgage, charge, lien, encumbrances or adverse claims whatsoever. Failure to Complete Whether or not time is of the essence under this Agreement if the Purchaser shall fail to comply with his obligations under this Agreement including obligations to pay the Purchase Price (or any part thereof) or the Legal Fees (or any part thereof) or Other Charges (or any part thereof) and interest thereon pursuant to Clauses 8, 9 and 10, the Vendor shall give the Purchaser notice in writing to comply with his obligations and the notice shall specify the default and require the Purchaser to make good the default within Twenty One (21) days, time being of the essence. On the failure of the Purchasers to comply with the notice the Vendor may, without prejudice to his other rights or remedies, declare this Agreement to be rescinded and this Agreement shall terminate and stand rescinded without the necessity of the issuance of a rescission notice. If this Agreement is rescinded by the Vendor: subject to Clause 19.3 (b), the Vendor shall retain for its own benefit as agreed liquidated damages the sum stipulated in Paragraph 9 of the Second Schedule; the Vendor shall thereupon be at liberty to proceed to negotiate with any other person for the purchase of the Unit on such terms and conditions as may be agreed between the day immediately preceding Vendor and such new purchasers. In the Closing Date event that such other person shall enter into an agreement with the Vendor (hereinafter called “the “Apportionment DateNew Agreement”). (a) Amounts paid or payable and make all payments due under the LeasesNew Agreement, the Vendor shall pay to the Purchaser the payments made on account of the Purchase Price as shall have been paid pursuant to Clauses 8, 9 and 10 (save the amount specified in Paragraph 9 of the Second Schedule which shall be forfeited absolutely) less all costs, charges and expenses incurred by the Vendor and the Vendor’s Advocates in connection with the negotiation and granting of the rights under the New Agreement and any new leases executed after other sums which may be lawfully due from the date Purchasers to the Vendor; if within Six (6) months of termination of this Agreement the Vendor shall enter into the New Agreement and incur a loss by reason of diminution of the Purchase Price payable thereunder, the Purchaser shall pay to the Vendor as damages the amount of the loss together with the expenses incurred by the Vendor in respect of the New Agreement and together with all other sums payable by the Purchasers pursuant to the provisions hereof of Clause 19.3(b); if the New Agreement realizes a profit this shall be retained by the Vendor; and under all Operating Agreements. At the Closing, Seller Vendor shall either deliver be entitled to Purchaser recover by action any security deposits actually held by Seller pursuant amounts found to be due to the Leases Vendor in the event of there being a deficiency. In the event that the Vendor is unable to complete the transaction by the date indicated in Paragraph 4 of the Second Schedule, such date shall be extended by a period of up to and including Six (6) months [or credit as agreed between the parties] and the Purchaser shall not be entitled to compensation or damages in respect of any such delay. Provided that where Practical Completion shall become delayed beyond the Six (6) months period, the Purchaser shall at his sole option be entitled to either: require the Vendor to pay the Purchaser the equivalent current market rental amount of the Unit on a monthly basis until the Practical Completion Date; or rescind this Agreement upon the expiry of a Twenty-One (21) day notice (“Completion Notice”) sent to the account Vendor and shall thereafter be entitled to receive a full refund of all monies paid by the Purchaser to the Vendor towards the Purchase Price together with interest at the Agreed Rate of Interest on the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid due and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to payable from the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation expiry of the Property, but Purchaser will not Completion Notice until payment. The respective obligations of the parties are hereby declared to be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current fundamental terms of the Leases at the Property other than such approved new Leases or renewals or modificationsthis Agreement. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. (a) The following apportionments shall be made apportioned between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”), provided that to the extent any such amount to be apportioned is the obligation of Seller as tenant under the Lease, the apportionment shall occur as of the date Seller ceases to be required to pay the same under the Lease and, to that extent, no payment shall be due in respect thereof on the Closing Date: (i) real estate taxes, payments in lieu of taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Twentieth Floor Unit (collectively, “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with paragraphs (b) and (c) of Article 11 hereof; (ii) all other Common Charges (as defined in the Declaration) and any other prepaid utility charges not included in Common Charges with respect to the Twentieth Floor Unit; and (iii) such other items as are customarily apportioned in accordance with real estate closings of commercial properties in the City and State of New York. (ab) Amounts paid Property Taxes shall be apportioned on the basis of the tax period for which assessed. If as of the Closing Date the Twentieth Floor Unit or any portion thereof shall be affected by any special or general assessments which are or may become payable under in installments of which the Leasesfirst installment is then a lien and has become payable, under any new leases executed Seller shall pay the unpaid installments of such assessment which are due prior to the Closing Date and Purchaser shall pay the installments which are due on or after the date Closing Date. (c) In the event of any conflict between the foregoing paragraph (b) and the terms and provisions of the Condominium Documents and the Lease with respect to this subject, the terms and provisions of the Condominium Documents and the Lease shall govern. (d) At or prior to the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement (the “Preliminary Closing Statement”) which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Balance of the Purchase Price to be paid to Seller at the Closing. Within one hundred twenty (120) days following the Closing Date, Seller and Purchaser will jointly prepare a final closing statement reasonably satisfactory in form and substance to Seller and Purchaser (the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within thirty (30) days following that party’s receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto, except for (i) any items which are not capable of being determined at the time the Final Closing Statement, which items shall be determined and paid in the manner set forth in the Final Closing Statement when such items may be determined, (ii) any amounts payable in respect of the Leaseback Premises and (iii) other amounts payable hereunder pursuant to provisions of this Agreement pursuant which expressly survive the Closing. Prior to and following the Closing Date, each party shall provide the other (and shall cause the Condominium to provide the other) with such information as the other shall reasonably request (including, without limitation, access to the books, records, files, ledgers, information and data with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein. If the parties are unable to agree on these adjustments and prorations, then any dispute with respect thereto shall be resolved by arbitration before a single arbitrator in the Borough of Manhattan, City of New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) (Expedited Procedures). No arbitrator shall have the power to add to, subtract from, or otherwise have the power to modify the provisions hereof of this Agreement. The decision in any such arbitration shall be binding and under all Operating Agreementsconclusive on Seller and Purchaser. Judgment and equitable relief may be had on the decision and award of the arbitrator so rendered in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in the Commercial Arbitration Rules, notices to Seller and Purchaser will be given in accordance with the notice provisions of this Agreement. In no event will either party be entitled to consequential or punitive damages with respect to any matter to be resolved by arbitration. Each party shall pay its own costs, fees and expenses in accordance with any arbitration. The fees and expenses of the arbitrator and AAA shall be shared equally by Seller and Purchaser, except if the arbitrator shall determine that one party was the prevailing party and that its share of such fees and expenses should be paid by the non-prevailing party, then the non-prevailing party shall pay such fees and expenses. (e) At the Closing, Seller shall either deliver have the right to Purchaser prepay any security deposits actually held amounts payable by Seller pursuant to under the Leases or Lease for such period, if any, as Seller may elect in its sole discretion. If Seller exercises such right, then Purchaser shall receive a credit to against the account of Purchaser Balance in the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases)prepayment. Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to give Purchaser not less than three (3) Business Days’ notice of any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed intention by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental prepay amounts under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing All prorations shall be apportioned fifty percent complete and final no later than six (50%6) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for months after Closing or, if applicable, the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of PurchaserLease Expiration Date. (g) Seller The provisions of this Article 11 shall receive full reimbursement from Purchaser at Closing for each of survive the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. ARTICLE 12. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. A. The following apportionments shall be made apportioned between Seller and Purchaser at the Closing with respect to the Assets as of 11:59 p.m. local time at the Propertyp.m., on Eastern Standard Time, of the day immediately preceding the Closing Date (Date, and the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller net amount thereof either shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser increase the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected be paid by Purchaser to Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed credited against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined amount to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued paid by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, at the Closing: (i) Real property taxes and assessments (or installments thereof), and payments required to be made to any business improvement district and vault charges; (ii) Water rates and charges; (iii) Sewer taxes and rents; (iv) Permit, license and inspection fees, if any, on the basis of the fiscal year for which levied, if the rights with respect thereto are transferable and being transferred to Purchaser; (v) Fuel, if any, at the cost per gallon most recently charged to Seller, based on the supplier's measurements thereof, plus sales taxes thereon; (vi) Amounts paid or payable by Seller to merchants' and other associations, to promotional funds and other similar contributions or payments; (vii) Deposits on account with any utility company servicing the Real Property, to the extent transferred to Purchaser shall not be apportioned, but Seller shall receive a credit in the full amount thereof (including accrued interest thereon, if any); (viii) Any rents or other amounts prepaid or payable under the Resident Agreements and the Leases shall be apportioned between the parties. All security deposits or reserves (and all interest earned thereon as required by either Legal Requirements or by the terms of the applicable Resident Agreements and the Leases) deposited under any of the Resident Agreements and the Leases shall be transferred or credited to Purchaser. As used in this Agreement, the term "rents" includes all rentals, additional rentals and any other sums and charges payable under the Resident Agreements and the Leases or in the normal course by Residents and tenants under the Resident Agreements and the Leases for services rendered in connection with the occupancy or use of the Real Property or the services provided at the Real Property or in connection with the occupancy of the Real Property by such tenants and the Residents. Delinquent rents for the period prior to the Closing Date shall remain the property of Seller. Purchaser shall deliver to Seller any rents, received by Purchaser which are properly allocable to rental periods occurring before the Closing Date. It shall be conclusively presumed between Purchaser and Seller that all rents received after the Closing Date from Residents and/or tenants under the Leases and the Resident Agreements with rental delinquencies on the Closing Date shall be applied as follows: (i) first, to rent then due and payable to Purchaser (including any previously unpaid or delinquent rent then due and payable to Purchaser), (ii) second, to rent due for the period in which the Closing occurs, to be apportioned as provided above; (iii) third, to the delinquent rents of such Residents and/or tenants under the Leases and Resident Agreements attributable to the period prior to the Closing Date due to Seller, and (iv) fourth, to future rent due and payable to Purchaser. The amount of any refund or credit due to tenants under the Leases or as the result of the collection by or on behalf of Seller prior to the Closing Date of contributions by such tenants for operating expenses and/or taxes (collectively, "Tenant Items") which exceed the actual amount of such operating expenses and/or taxes payable by such tenants with respect to periods prior to the Closing Date shall be prorated as soon as such actual operating expenses and/or taxes are known, and Seller shall promptly pay to Purchaser upon demand the other any amount required due as a result of such adjustmentproration. FurtherSeller shall not have the right to sue for or take any other legal action relating to unpaid rents attr▇▇▇table to periods preceding the Closing Date. Seller agrees to cooperate with Purchaser in the preparation of the financial statements and other financial data respecting the ownership and operation of the Real Property for calendar year 2001, and if practicable 2002, and subsequent periods for which such statements and data must be prepared in order to compute, charge and prorate the Tenant Items. As soon as reasonably possible after the preparation of the aforesaid financial statements and data, Purchaser will render statements for the Tenant Items to the tenants and Residents of the Real Property under their respective Leases and Resident Agreements. From time to time as Purchaser receives payment of the Tenant Items from the tenants and/or Residents, Purchaser will retain amounts attributable to Tenant Items due Purchaser and will promptly remit to Seller or Purchaser undertakes a tax protest with respect to all or any that portion of the Taxes for Tenant Items allocable to the year Real Property prior to the Closing Date; and (ix) All other items customarily apportioned in which Closing occurs or Seller does so connection with respect to any previous yearthe sale of similar properties similarly located. B. Apportionment of real property taxes, any refund relating to any previous year water rates and charges, sewer taxes and rents and vault charges shall be made on the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as basis of the Apportionment Datemost recently ended fiscal year of Seller for which such taxes, subject in each case rents and charges were assessed. Purchaser agrees to payment of assume liability for any of such refunds as are due to Tenants under the Leases. All Taxes assessed real property tax rate, water rates or charges, sewer taxes or rents or vault charges fixed, for periods after the date Closing Date. C. The amount of any of the unpaid taxes, assessments, water charges, sewer rents and vault charges which Seller is obligated to pay and discharge, with interest and penalties thereon (if any) to the Closing Date may, at Seller's option, be credited to Purchaser out of the balance of the Purchase Price, provided that official invoices therefor with interest and penalties thereon (if any) are furnished by Seller at the Closing and provided that the Title Company will mark same as paid and omit same as exceptions from Purchaser's title ▇▇▇urance policy. D. If any refund of real property taxes, water rates or charges, sewer taxes or rents or vault charges is made after the Closing Date covering a period prior to the Closing Date, the same shall be paid applied first to the reasonable out-of-pocket costs incurred in obtaining same and the balance, if any, of such refund shall, to the extent received by Purchaser, be paid to Seller (for the period prior to the Closing Date) and to the extent received by Seller, be paid to Purchaser (for the period commencing with the Closing Date). E. If there shall be any meters measuring water consumption or sewer usage at the Real Property (e) With respect other than meters measuring water consumption or sewer usage for which Seller is obligated to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, pay directly to the “Utilities”taxing authority or utility), Seller shall endeavor attempt to have the respective companies providing the Utilities read the meters for the Utilities on or immediately obtain readings to a date not more than thirty (30) days prior to the Apportionment Closing Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until obtained (and if such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of then with respect to any period between such reading and the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by PurchaserDate), permits, telephone equipment, telephone rental, or other itemswater rates and charges and sewer taxes and rents, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser)based upon the last meter readings, subject to reapportionment when readings for the relevant period are obtained after the Closing Date. (j) The apportionments as to F. If any adjustment or apportionment is miscalculated at the Hotel in this Section 4.5 Closing, or the complete and final information necessary for any adjustment is unavailable at the Closing, the affected adjustment shall be prepared, to calculated as soon as practicable after the extent applicable, in accordance with Closing. The provisions of this Article 7 shall survive through and including the current edition of date that is 120 days after the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaClosing Date.

Apportionments. The (a) At the Closing for each Property, the following apportionments adjustments and prorations shall be made between Seller and Purchaser computed as of 11:59 p.m. 12:01 a.m. (local time at the Property, ) on the day immediately preceding after the Closing Date (the “"Apportionment Date”). (aTime") Amounts paid or payable under the Leasesfor such Property. All items of revenue, under any new leases executed after the date of this Agreement pursuant to the provisions hereof cost and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount expense of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating Property with respect to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing Apportionment Time shall be applied first to current rentals for the account of MI and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection Seller of such percentage rentProperty. All items of revenue, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator cost and expense of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs Property with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below the period from and after the Effective DateApportionment Time shall be for the account of Tenant according to the terms of the Lease for such Property. All adjustments shall be on an accrual basis in accordance with generally accepted accounting principles, and otherwise in accordance with the requirements set forth in Schedule X. Seller shall be responsible for payment rent due under the Lease for each Property and for all other operating expenses incurred in respect of such Property from and shall credit Purchaser at after the Closing with any unpaid leasing commissions and tenant inducement costs with respect Date but prior to the current terms of the Leases at the Property other than Apportionment Time for such approved new Leases or renewals or modificationsProperty. (b) Rental under the Ground Lease At each Closing, a fair and reasonable estimated accounting of all adjustments and prorations shall be performed and agreed to by MI, each applicable Seller, Purchaser and Tenant. Subsequent final adjustments and payments due into (the Basin Management Fund ("True-Up") shall be made in cash or other immediately available funds as defined in that certain Recreational Land Use Agreement dated June 10soon as practicable after the Closing Date for such Property, 1985, based upon an accounting performed by the Manager for such Property and between acceptable to Purchaser and Tenant. In the United States acting through event the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied parties have not agreed with respect to the Hotel adjustments required to be made pursuant to the 3rd Amendment this Section 9.1,upon application by any such party, a certified public accountant reasonably acceptable to the Ground Lease)parties to such disputed adjustment shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne equally by the parties to such disputed adjustment. All adjustments to be made as a result of the final results of the True-Up shall be paid to the party entitled to such adjustment within thirty (30) days after the final determination thereof. (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing The provisions of this Section 9.1 shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in survive each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall are to be made between Seller and Purchaser apportioned as of 11:59 p.m. local time at midnight of the Property, on the day date immediately preceding prior to the Closing Date (and all amounts due to the “Apportionment Date”).seller hereunder are to be paid by the purchaser by Acceptable Funds: (a) Amounts paid or To the extent not payable under by the Leasestenants of the Premises, under water tax rates, water frontage charges and sewer taxes and water and sewer rent charges; (b) Real property taxes on the basis of the fiscal year, and assessments (if any); (c) To the extent not payable by the tenants of the Premises, fuel at the Premises at the seller's cost, including any new leases executed after taxes thereon, and the date of this Agreement pursuant written estimate made by the seller's fuel supplier shall be conclusive as to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits fuel and as to such costs and taxes; (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid d) All accrued unpaid and/or prepaid rent and delinquent additional rent payable under the Leases collected by Seller or Purchaser (collectively, the "Rents") provided, however, that if any tenant is in arrears in the payment of any Rents on the date of Closing, Rents received from such tenant after the Closing Date shall be delivered as followsapplied in the following order of priority: (ai) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating first to the month in which the Closing occurs; (ii) then to the month preceding the month in which the Closing occurred; (iii) then to the month or months following the month in which the Closing occurred up to the then current date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (biv) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating finally to the period prior to the date period in item (ii) of Closing within fifteen (15) days after the receipt thereofthis paragraph. Seller and Purchaser agree that all rent Any Rents received by Seller purchaser from any tenant or Purchaser after tenants that were in arrears on the date of Closing shall be applied first to current rentals received by the purchaser as trustee for the seller on account of, and then to delinquent rentalsin payment of, if anythe past due Rents, in inverse the order of maturitypriority set forth in this paragraph. Purchaser will make a good faith effort after Closing shall immediately remit the past due Rents so collected to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will seller; and (e) Any Rents which cannot be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business ascertained with certainty as of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon prorated on the basis of the latest available tax rates and assessed value parties' reasonable estimates of such amounts as of midnight of the Propertynight preceding the Closing and shall be the subject of a final proration ninety (90) days after the Closing, provided thator as soon thereafter as the precise amounts can be ascertained. Purchaser shall notify seller when it becomes aware that any such estimated amount has been ascertained. Once all such Rent amounts have been ascertained, if the Taxes for the year purchaser shall prepare a final proration statement which shall be subject to seller's reasonable approval. Upon seller's acceptance and reasonable approval of Closing are thereafter determined any final proration statement submitted by purchaser, such statement shall be conclusively deemed to be more accurate and final and promptly thereafter seller or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaserpurchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: difference between (i) prepaid fees or other charges for transferable licenses, advertising expenses the amount set forth on the approved final proration statement and (but only ii) the estimated amount actually prorated at Closing. It is further agreed that Purchaser shall receive a credit at Closing in the amount of $125,000.00 to cover the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned free rent period given by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing UtilitiesAeroflex, if anyIncorporated pursuant to that certain Amendment to Lease made as of May 1, to the extent the rights to such transferable deposits are assigned 2003 by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) Aeroflex. The apportionments as to provisions of this paragraph shall survive the Hotel in this Section 4.5 shall be prepared, to closing and the extent applicable, in accordance with the current edition delivery of the Uniform System of Accounts deed hereunder for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaSurvival Period.

Apportionments. The (a) With respect to the Cascade Portfolio, Grace Portfolio, Kensington Portfolio, Decathlon Portfolio and Pentathlon Portfolio, in addition to the items set forth in the remaining provisions of this Section 7, the following apportionments shall be made apportioned between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under on the Leases, under any new leases executed after basis of the date actual number of this Agreement pursuant to days of the provisions hereof month which shall have elapsed as of the Closing Date and under all Operating Agreements. At based upon the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to actual number of days in the Leases or credit to the account of Purchaser the amount of such security deposits month and a 365 day year (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent applicable to any given Property): (i) Monthly base rents (collectively, “Base Rents”) under the Operating Leases shall be adjusted and prorated on an if, as and when collected basis. Base Rents collected by Seller Purchaser, New Joint Venture, or any of their direct or indirect Subsidiaries owning an interest in any Property following the Closing (collectively the “Purchaser Subsidiary Entities”) after the Closing Date from Operators who owe Base Rents for periods prior to the Closing Date as are set forth on the updated arrearage schedule to be provided by Seller to Purchaser at Closing, shall be delivered as follows: applied, (aA) if Seller collects any unpaid or delinquent rent first to rents due and payable for the Propertycalendar month in which the Closing occurs, Seller shall deliver (B) next to Purchaser any such rent relating to all rents due and payable for the date of Closing and any period thereafter within fifteen (15) days after the receipt thereofcalendar month in which the Closing occurs, and (bC) if next to all rents due and payable for the period preceding the calendar month in which the Closing occurs. Each such amount, less reasonable out-of-pocket collection costs, shall be adjusted and prorated as provided above, and the party receiving such amount shall, within five (5) business days, pay to the other party the portion thereof to which it is so entitled. (ii) The New Joint Venture shall, or shall cause any applicable Purchaser collects Subsidiary Entities to, ▇▇▇▇ Operators owing Base Rents for periods prior to the Closing Date as are set forth on such updated arrearage schedule, on a monthly basis and the New Joint Venture shall, or shall cause the applicable Purchaser Subsidiary Entities to, use commercially reasonable efforts to collect such past due Base Rents; provided, that such parties shall have no obligation to commence any unpaid actions or delinquent rent from proceedings to collect any such past due Base Rents. Base Rents collected by any Purchaser Subsidiary Entity after the Property, Purchaser Closing Date to which Seller is entitled shall deliver be paid to Seller within five (5) business days after receipt thereof by such Subsidiary Entity. The New Joint Venture shall, or shall cause the applicable Purchaser Subsidiary Entities to, provide Seller with monthly reports setting forth the status of such collection efforts. Seller shall not take any action to pursue such Operators to collect such delinquencies. (iii) With respect to any Operating Lease that provides for the payment of additional, participation, percentage or escalation rent based upon (A) a percentage of an Operator’s gross revenues or net operating income during a specified annual or other period or (B) increases in real estate taxes, operating expenses, labor costs, cost of living indices or ▇▇▇▇▇▇’▇ wages (collectively, “Overage Rent”), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis. (iv) The New Joint Venture shall, or shall cause the applicable Purchaser Subsidiary Entities to, (A) promptly render bills for any Overage Rent payable for any accounting period that expired prior to the Closing Date, but which is to be paid after the Closing Date as are set forth on an the updated arrearage schedule to be provided by Seller to Purchaser at Closing; (B) ▇▇▇▇ Operators for such Overage Rent attributable to an accounting period that expired prior to the Closing Date as are set forth on such arrearage schedule, on a monthly basis; and (C) use commercially reasonable efforts in the collection of such Overage Rent; provided, that such parties shall have no obligation to commence any actions or proceedings to collect any such rent Overage Rent. Seller shall not take any action to pursue such Operators to collect such delinquencies. Seller shall furnish to Purchaser all information relating to the period prior to the date Closing Date necessary for the billing of Closing within fifteen (15) days after such Overage Rent, and the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser New Joint Venture shall, upon collection or shall cause the applicable Purchaser Subsidiary Entities to, deliver to Seller, concurrently with delivery to Operators, copies of such percentage rent, remit all statements relating to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period Overage Rent for any period prior to the date of Closing and Date, including the denominator of which is aforementioned updated arrearage schedule. The New Joint Venture shall, or shall cause the total number of days in the Applicable Period. With respect to additional rent attributable to insuranceapplicable Purchaser Subsidiary Entities to, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to ▇▇▇▇ Operators for Overage Rents for accounting periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall Date in accordance with each and on the basis of such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected information furnished by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modificationsSeller. (bv) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and Overage Rent payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year accounting period in which the Closing Date occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser based upon the ratio that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period. If, prior to the Closing Date, any Seller or Seller Party receives any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sums (less reasonable out-of-pocket collection costs actually incurred by Seller or any Subsidiary Entity) shall be apportioned at the Closing Date. If any Purchaser Subsidiary Entity receives any installments of Overage Rent attributable to Overage Rent for periods prior to the accounting period in which the Closing Date occurs, such sums (less reasonable out-of-pocket collection costs actually incurred by Purchaser or any Subsidiary Entity) shall be paid to Seller within five (5) business days after the Subsidiary Entity receives payment thereof. (vi) Any payment by Operators of Overage Rent shall be applied to Overage Rent then due and payable in the following order of priority: (A) first, in payment of Overage Rent for the accounting period in which the Closing Date occurs (subject to apportionment pursuant to this Section 7), (B) second, in payment of Overage Rent for the accounting period following the one in which the Closing Date occurs, and (C) third, in payment of Overage Rent for the period preceding the accounting period in which the Closing Date occurs. (vii) To the extent any portion of Overage Rent is required to be paid monthly by Operators on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of each lease year or tax year or any other applicable accounting period), such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year, with the appropriate adjustments being made with such Operators, then such portion of the Overage Rent shall be prorated between Seller and Purchaser on the Closing Date based on such estimated payments (i.e., with (x) Seller entitled to retain all monthly installments of such amounts with respect to periods prior to the calendar month in which the Closing Date occurs, to the extent such amounts are as of the Closing Date estimated to equal the amounts ultimately due to Seller for such periods, (y) Purchaser entitled to receive all monthly installments of such amounts with respect to periods following the calendar month in which the Closing Date occurs, and (z) Seller and Purchaser apportioning all monthly installments of such amounts with respect to the calendar month in which the Closing Date occurs). At the time(s) of final calculation and collection from (or refund to) Operators of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a re-proration between Seller and Purchaser, with the net credit resulting from such re-proration, after accounting for amounts required to be refunded to Operators, being payable to the appropriate party (i.e., to Seller if the recalculated amounts exceed the estimated amounts and to Purchaser if the recalculated amounts are less than the estimated amounts). (jviii) The apportionments as To the extent that any Operator, pursuant to a right contained in an existing Operating Lease, conducts an audit respecting any Overage Rent calculation (a “Rent Audit”) for an accounting period that expired prior to the Hotel in this Section 4.5 Closing Date, or otherwise becomes entitled to a refund of Overage Rent with respect to a period prior to the Closing Date, Seller shall be prepared, liable for any refunds due to such Operator or shall be entitled to receive and retain any additional payments due from such Operator as the result of such Rent Audit. The results of any Rent Audit for any other accounting period shall be apportioned in the same manner as Overage Rent. Rent Audits for accounting periods that expire prior to the Closing Date shall be settled by Seller in accordance with the applicable existing Operating Lease, subject to Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned; provided, that Purchaser’s consent to any such settlement shall not be required if the Operator as part of such settlement agrees that such settlement shall not be binding on the landlord in calculating similar amounts for subsequent years and that such Operator will not introduce any such settlement in challenging amounts due in any such subsequent year. Rent Audits for accounting periods prior to the Closing Date but extending after the Closing Date shall be settled by the Purchaser Subsidiary Entities (as controlled by the New Joint Venture) in accordance with the applicable existing Operating Lease, but Seller shall receive notice of all negotiations or proceedings in connection therewith, shall have the right to participate and/or intervene therein and shall be entitled to approve all matters to be approved by the landlord under the applicable existing Operating Lease in connection therewith, including, without limitation, settlements of any such proceedings, which approval shall not be unreasonably withheld, delayed or conditioned as long as any such settlement includes a full and final release of the Seller as a predecessor landlord. (ix) To the extent applicablethat any amounts are paid or payable to Seller or any Purchaser Subsidiary Entity by an Operator under an Operating Lease in advance of the period to which such expense applies, whether as a one-time payment or in installments (e.g. for real property tax escalations), such amounts shall be apportioned as provided above but based upon the period for which such payments were or are being made. (x) To the extent any payment received from an Operator after Closing does not indicate whether the payment is for an item of Base Rent or Overage Rent, and the same cannot be clearly determined from the context of such payment, then such payment will be applied (x) first to payment of any Base Rent then due or delinquent, in accordance with paragraphs (i) and (ii) above, and (y) second to any Overage Rent then due or delinquent, in accordance with paragraphs (iii)-(ix) above. (xi) Debt service payable on the Existing Loans (as hereinafter defined) shall be apportioned as provided above. (b) With respect to the Ranger Portfolio: (i) Not later than five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare in good faith and deliver to Purchaser a statement that shall set forth the estimated Ranger Closing Net Working Capital (“Estimated Ranger Closing Net Working Capital Statement”). For purposes hereof, “Ranger Closing Net Working Capital” means an amount equal to (i) the current edition assets of FC Ranger and Ranger Properties Co and its subsidiaries on a consolidated basis (excluding deferred Tax assets), less (ii) the current liabilities of the Uniform System FC Ranger and Ranger Properties Co and its subsidiaries on a consolidated basis (excluding deferred Tax liabilities), as of Accounts for Hotels of the Hotel Association of 11:59 p.m. (New York Citytime) on the Business Day immediately preceding the Closing Date, Inc.each as calculated in accordance with the policies, as adopted procedures and methodologies contained on Exhibit C attached hereto. For the avoidance of doubt, any costs or expenses of FC Ranger and Ranger Properties Co and its subsidiaries incurred (whether or not billed) in connection with the transactions contemplated by this Agreement but not paid prior to the American Hotel Association Closing shall be current liabilities of the United States FC Ranger and CanadaRanger Properties Co for purposes of determining Ranger Closing Net Working Capital.

Apportionments. The following apportionments shall be made between Seller and Purchaser the parties at the Closing as of 11:59 p.m. pm local time at the Property, each Hotel on the day immediately preceding prior to the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under based upon a 365 day year, such that all items of income and expense for the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after Hotels on the Closing Date shall be delivered as follows: for the account of Buyer, and the net amount thereof under this Article XIV shall be paid together with (if such net amount is in Seller’s favor) or credited against (if such net amount is in Buyer’s favor) the Purchase Price payable at Closing: (a) if Seller collects any unpaid or all non-delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectivelyspecial assessments and vault charges, the “Taxes”)if any, relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon on the basis of the latest available tax rates and assessed value of the Propertyfiscal period for which assessed, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment DateDate between Seller and Buyer (it being understood that all Taxes relating to any period prior to the Closing Date which constitute exceptions to title which would be delinquent if unpaid at Closing are Mandatory Cure Items) giving effect the maximum discount allowed by law for early payment. If any assessments on any Hotel are payable in installments, subject then the installment for the current period shall be prorated (with Buyer assuming the obligation to pay any installments due and payable with respect to the period after Closing Date and Buyer receiving a credit for any installments due and payable with respect to the period prior to the Closing Date which have not been paid in each case to payment full as of Closing). If the amount of any of such refunds as are due to Tenants under the Leases. All Taxes assessed foregoing taxes not ascertainable on the Closing, the proration shall be based on the most recent available ▇▇▇▇ giving effect the maximum discount allowed by law for periods early payment and shall be re-prorated at the request of either party made within thirty (30) days after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that tax bills are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.rendered;

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts Minimum and additional rents from the Tenant under the Lease, the Surviving Agreements, operating expenses and other apportionable income and expenses paid or payable under the Leases, under any new leases executed after by Seller shall be apportioned pro rata on an actual basis as of the date of this Agreement pursuant to the provisions hereof Settlement. Taxes, and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the additional rent paid on account of Purchaser the amount of such security deposits thereof (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in paid directly by Tenant to the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date taxing authority) shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for apportioned based on the Property, Seller shall deliver to Purchaser any such rent relating fiscal year of the taxing authority. All utilities consumed at the Property are paid by the Tenant directly to the date of Closing applicable utility provider and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated apportioned at Settlement. Each party shall separately reconcile with the Tenant the amounts paid or payable on account of operating expenses incurred by such party during its period of ownership in accordance with the terms of the Lease. If the Tenant objects to institute any lawsuit or other collection procedures to collect delinquent rents. With reconciling separately with Seller for operating expenses for the calendar year in which Settlement occurs with respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified Seller's period of time (the “Applicable Period”)ownership, Purchaser shall, upon collection Buyer and Seller agree to cooperate in a combined year-end reconciliation with such Tenant in a manner reasonably acceptable to Buyer and Seller. Any amounts that may be due Seller as a result of such percentage rent, remit year-end reconciliations shall be paid by Buyer to Seller an amount equal promptly after Buyer collects such amounts from the Tenant. Seller hereby agrees to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior indemnify Buyer for any refund owing to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants Tenant under the Lease (for the “Pass Through Expenses”period of Seller's ownership as a result of such year-end reconciliation or as a result of Tenant's audit and inspection rights under Section 7(a) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to of the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to ClosingLease. If Seller has billed and collected Pass Through Expenses Settlement occurs on a day other than the first of the month, expenses for the month in which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing Settlement occurs shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modificationsapportioned on a per diem bases. (b) Rental under the Ground Lease All realty transfer taxes imposed on or in connection with this transaction shall be shared equally by Seller and payments due into the Basin Management Fund (as defined in Buyer, provided that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau Buyer's share of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease)transfer taxes shall not exceed $883,209.50. (c) Tour agents’ and travel agents’ commissions Buyer agrees that if at Settlement any rents, charges or other arrearages with respect to any period prior to Settlement are due and owing from the HotelTenant to the Partnership but are then unpaid (the "Arrearages"), Buyer will cooperate with Seller's efforts to collect such Arrearages. All payments received by Buyer after Settlement from the Tenant shall be applied first on account of current amounts due from Tenant and then to any Arrearages; provided, however, that if the Tenant identifies a payment as pertaining to an Arrearage, such payment shall be applied first on account of the identified Arrearage. Buyer further agrees to remit such collected Arrearages to Seller in a prompt and timely fashion. Any sums received by Seller from the Tenant for periods after Settlement shall be remitted by Seller to Buyer in a prompt and timely fashion. (d) General real estate taxesThe cost of the buyer's title commitment, water or sewer rates title insurance, survey, and charges (if not metered), personal property taxes, or any all other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes due diligence conducted by Buyer shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued borne by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustmentBuyer. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year Each party shall be the property of Seller, responsible for its own attorney fees incurred in preparing and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed negotiating this Agreement and preparing for periods after the date of Closing shall be paid by Purchaserand completing Settlement. (e) With respect to electricityAll casualty, telephone, television, cable television, gas, water and sewer services that are metered liability and other utilities (collectivelyinsurance currently carried by the Partnership shall be terminated effective as of Settlement, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller and Buyer shall be responsible for all charges based on obtaining such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate insurance for the billing period in which the date of Closing falls, and Seller Partnership as it deems necessary or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentdesirable. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning The provisions of the date of Closing this Article 8 shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchasersurvive Settlement under this Agreement. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding (a) On the Closing Date and as of the Effective Time, the Selling Parties and Wendy's shall apportion the following obligations and expenses (subject to subsequent adjustment pursuant to paragraph (b) of this Section 2.02): (i) rental and all other charges, and any prepayments, under the Real Property Leases; (ii) to the extent not covered in (i) above, the ad valorem taxes, assessments and fees (“Apportionment DateReal Property Taxes”)) for the Leased Properties on such tax year or fiscal year basis, as the case may be, as said Real Property Taxes may be levied or assessed, estimated on the basis of the last available tax ▇▇▇▇; (iii) if arrangements cannot be made for separate billing, any apportionable utility charges and any other charges which are properly apportionable in accordance with the terms of this Agreement; (iv) all beverage rebates or advances related to the Restaurants; (v) prepayments under the Contracts assumed by Wendy's; and (vi) personal property taxes on the Assets, if any. (ab) Amounts paid or payable under the Leases, under any new leases executed Within ninety (90) days after the date of this Agreement pursuant Effective Time, Wendy's shall prepare and furnish to the provisions hereof Selling Parties a reconciliation and under all Operating Agreements. At a summary of prorated invoices, which shall set forth the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant actual Inventory in the Transferred Restaurants as of the Effective Time and the proration of invoices for goods and services furnished to the Leases or credit Transferred Restaurants. The Selling Parties shall review such reconciliation and summary and shall notify Wendy's of any objections to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter amounts shown within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closingreceipt. If Seller has billed such reconciliation and collected Pass Through Expenses which relate summary provides that the Selling Parties owe Wendy's, then the Selling Parties shall pay the amount shown as owed to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is Wendy's within thirty (30) days from after either receipt or after all objections have been resolved, as applicable. If such reconciliation and summary provides that Wendy's owes the Selling Parties, then Wendy's shall pay the amount shown as owed to the Selling Parties in accordance with the Selling Parties joint written instructions within thirty (30) days after the date either receipt or after all objections have been resolved, as applicable. The foregoing, however, shall not operate to relieve Wendy's or any Selling Party of its obligations to pay its rightful share of any Real Property Taxes or personal property taxes, assessments or other fees, or similar expenses or charges, rent, percentage rent and any utility charges or other charges that the final invoices for taxes for the Property for the year in which the Closing occurs are issued properly payable by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller Wendy's or Purchasera Selling Party, as the case may be, shall pay in the event that certain of such charges are not apportioned or properly apportioned on the Closing Date, except as otherwise provided in this Agreement. Real Property Taxes and other taxes, and all other expenses and charges relating to the ownership or operation of the Transferred Restaurants, other any amount required as than the Special Items, shall be shared on a result pro rata basis in proportion to the period of such adjustment. Further, if Seller or Purchaser undertakes occupancy of each party. (c) The parties agree to make payments to each other on a tax protest timely basis with respect to all or any portion of adjustments not correctly ascertainable on the Taxes for Closing Date when the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment correct amount of any of such refunds as are due amounts to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted or apportioned pursuant to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada2.02 are ascertained.

Apportionments. The following apportionments (a) Except as provided below in this Clause 4.1, the net amount of all benefits and obligations of every kind and nature relating to the operation of the Assets and accruing, payable or paid and received or receivable in respect of the Assets including mineral and surface lease rentals, property taxes, maintenance, development, capital and operating costs, gas cost allowances, proceeds from the sale of production, and revenues from processing and transportation fees charged to third parties (other than income taxes), shall be made apportioned between Seller and Purchaser the Parties as of 11:59 p.m. local time at the PropertyEffective Date, on an accrual basis regarding the day immediately preceding interim statement of adjustments and on an actual basis regarding the final statement of adjustments. (b) An interim accounting and adjustment shall be conducted for Closing and Vendor shall prepare and forward a draft interim statement of adjustments to Purchaser not less than five (5) Business Days prior to the Closing Date, for Purchaser's review. (c) Within one hundred eighty (180) days of the Closing Date (the “Apportionment Date”). (a"Adjustment Period") Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof Vendor shall prepare and under all Operating Agreements. At the Closing, Seller shall either deliver forward to Purchaser any security deposits actually held by Seller pursuant to a final accounting and adjustment (the Leases "Final Statement of Adjustments" or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases"FSOA"). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from receipt of the FSOA to review same. Subject to Subclauses (d) and (e) of this Clause 4.1, settlement of accounts will be considered concluded when the Parties agree, evidenced by them signing the FSOA which expressly states that it is the final statement of all adjustments. The Parties shall not be obligated to make any adjustments after the Adjustment Period unless such adjustment has been specifically requested, by notice, within the Audit Period as defined in Subclause (d) hereof. (d) During the one (1) year period following the date that the final invoices for taxes for the Property for the year in after which the Closing occurs are issued Final Statement of Adjustments has been signed by both Parties (the applicable taxing authority"Audit Period"), except Purchaser may audit Vendor's books, records and accounts respecting the Assets, for effecting adjustments pursuant to this Article 4. Such audit shall be conducted upon reasonable notice to Vendor at Vendor's offices during Vendor's normal business hours, and shall be conducted at Purchaser's sole expense. Any claims of discrepancies disclosed by such audit shall be made in writing to Vendor within thirty (30) days following the case of an ongoing tax protest) shall adjust the proration completion of such Taxes, audit and Seller or Purchaser, as the case may be, Vendor shall pay respond in writing to the other any amount required as a result such claims of discrepancies within thirty (30) days of receipt of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaserclaims. (e) With Notwithstanding the preceding Subclauses of this Clause 4.1, any adjustments established by an audit conducted pursuant to the Regulations or the provisions of the Leases or governing agreements with respect to electricityCrown Royalty audits, telephonejoint venture audits or thirteenth-month adjustments which are outstanding at the Closing Time, televisionor which occur after the Closing Time, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter readingmade as they occur in accordance with the provisions of existing Regulations or governing agreements, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of received or paid by the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller Party thereto entitled or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentthereby obliged. (f) Room charges, room service charges, valet, telephone and similar charges as Vendor shall not be entitled to the Hotel charge Purchaser for the night commencing on the Apportionment Date and ending on the morning any of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of PurchaserVendor's administrative or overhead fees. (g) Seller As required by law, GST shall receive full reimbursement from Purchaser at Closing for each of be payable and applied to adjustments and shall be paid by the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closingapplicable Party. (h) Amounts prepaid or payable under Each Party agrees to make any Operating Agreementspayment required of it as a result of the adjustments provided for in this Clause 4.1 within thirty (30) days of being notified of the determination of the amount owing. (i) Such other items as are customarily provided and adjusted in To the sale of a hotel (including, without limitation, promotional items and trade advertising due bills extent to which the Parties cannot agree to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel accounting provided for in this Section 4.5 shall be preparedClause 4.1, to either Party may refer the extent applicable, matter for determination in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaArticle 9.

Apportionments. The following apportionments shall are to be made between Seller and Purchaser apportioned as of 11:59 p.m. local time at the Property, PM Eastern Daylight Time on the day date immediately preceding the Closing Date (or such other date as may be applicable with respect to any Assigned Lease or Assigned Contract, if the “effective date of such assignment is different than the Closing Date) (the "Apportionment Date”") to the extent such are valid post- petition claims or are subject to non-avoidable liens: rent (including percentage rent and additional rent, which to the extent based on revenues will be apportioned in proportion to revenues before and after the Apportionment Date) under any of the Assigned Leases (solely to the extent same are designated for assignment in accordance with the terms hereof) and Department Store Licenses (solely to the extent same are designated for assignment in accordance with the terms hereof). (a) Amounts paid or , water, sewer and utility charges and real estate taxes, to the extent payable under the LeasesAssigned Leases and Department Store Licenses (solely to the extent same are designated for assignment in accordance with the terms hereof) and such other Apportionments and adjustments in connection with the Stores, Assigned Leases and Department Store Licenses (solely to the extent same are designated for assignment in accordance with the terms hereof) as are customarily apportioned in transactions of this nature, including without limitation, insurance premiums payable to department store licensors, merchant association dues, and amounts payable under Assigned Contracts (collectively, the "Claims"). Any obligations of JHD with respect to the JHD Contracts shall also be apportioned as of the Apportionment Date. The amount of any new leases executed after such Claim, for the applicable billing period which includes the date immediately preceding the Closing Date (with respect to any Claim, the "Billing Period") shall be deemed to be (i) for a Claim the amount of this Agreement pursuant to which is certain on or before the provisions hereof and under all Operating Agreements. At the ClosingApportionment Date, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits Claim for the entire Billing Period and (ii) for a Claim the amount of which is not certain on or before the Apportionment Date but for which apportionment is made on the Apportionment Date (rather than post-Closing) , the amount of such Claim for the comparable billing period preceding the Billing Period. In determining the apportionment, (x) the portion of any Claim payable by the Sellers (with respect to such Claim, the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date "Sellers' Portion") shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver deemed to Purchaser any be such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected Claim multiplied by a fraction, the numerator of which is the number of days which have elapsed in from the Applicable beginning of the Billing Period prior to containing the date of Closing Apportionment Date through and including the Apportionment Date and the denominator of which is the total number of days in such Billing Period, and (y) the Applicable Period. With portion of any Claim payable by Purchaser (with respect to additional rent attributable such claim, the "Purchaser's Portion") shall be deemed to insurancebe the amount of such Claim less the Sellers' Portion. The Purchase Price shall be adjusted by netting the aggregate amount of Sellers' Portion and Purchaser's Portion of all Claims with such net adjustment, taxesif any, common area maintenance and other operating expenses which are passed through being paid in cash to tenants under the Lease (party entitled to it. Except as otherwise provided herein, all apportionments shall be made on the “Pass Through Expenses”) which (i) have been billed by Seller to tenants basis of actual bills available on or prior to the Closing, to the extent available after commercially reasonable efforts by Sellers to obtain the same. Any apportionments that are not made on the Closing but Date shall be made after the Closing Date and paid at the same time as the final Closing Adjustment. Any apportionments for which have not been collected or (ii) which have not been billed to tenants Sellers seek payment at the Closing shall be identified by Seller prior to Closing and relate to periods Sellers in writing at least two Business Days prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall are to be made between Seller and Purchaser apportioned as of 11:59 p.m. local time at the Property, on P.M. of the day (hereinafter referred to as the "Adjustment Date") -- immediately preceding the Closing Date (the “Apportionment Date”).: (a) Amounts paid or payable A. Rents under the Leases, under any new leases executed after the date of this Agreement pursuant as and when collected, subject to the provisions hereof following: (i) Seller is entitled hereunder to all past due rentals (net of collection costs) accrued up to 11:59 P.M. of the Adjustment Date, regardless of the period of delinquency, and under Purchaser is entitled hereunder to all Operating Agreements. At the Closing, Seller rentals accruing thereafter; (ii) rents received after Closing shall either deliver to Purchaser any security deposits actually held by Seller pursuant be applied to the Leases or credit current month's rent than to the account delinquent rents; (iii) Purchaser will cooperate (exclusive of Purchaser the amount litigation) with Seller in collection of such security deposits arrears; and (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser iv) any rental arrears still outstanding ninety (90) days after the Closing Date shall, at that time and upon request of Seller, be reassigned to Seller who may commence litigation, in the nature of a debt collection action, and not a tenant eviction action, to collect same; Purchaser agrees that any of the Past Due Rentals received by Purchaser subsequent to the Closing Date from the tenant(s) shall, provided that such tenant(s) are not delinquent in their rental to Purchaser under the respective Leases, be received by Purchaser as trustee for Seller on account of, or in payment for, the Past Due Rentals and Purchaser agrees to remit forthwith to Seller the amount of the Past Due Rentals so collected to which Seller is entitled, without claim of setoff, abatement or deduction other than actual collection costs. Seller shall be delivered as follows: (aretain all rights to rents and damages against the tenant(s) if accruing prior to the Closing Date, including, without limitation, any claims for damages due to any such tenant's default. If any rents relating to a period of time subsequent to the Closing Date have been collected by Seller collects any unpaid or delinquent rent for prior to the PropertyClosing Date, then on the Closing Date, Seller shall deliver allow to Purchaser any such rent relating a credit against the Purchase Price in an amount equal to the date portion of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior of time subsequent to the date of Closing within fifteen (15) days after the receipt thereof. Date, as mutually agreed to by Seller and Purchaser agree that all rent Purchaser. Any rents relating to a period of time subsequent to the Closing Date, which are received by Seller or Purchaser after the date of Closing shall be applied first received as trustee for Purchaser, and Seller agrees to current rentals remit forthwith to Purchaser the amount so received by Seller. When the rents have been finally determined, a final adjustment shall be made in a post-closing adjustment. B. Taxes, fixed annual sewer rents, and then to delinquent rentalsassessments, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in on the usual course of Purchaser’s operation basis of the Propertyfiscal year or period for which assessed, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to except that if the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing Date shall occur before the actual Taxes payable during the year of Closing are knownany applicable tax rate, fixed annual sewer rent or assessment is fixed, then the apportionment of Taxes taxes, fixed annual sewer rents or assessments shall be upon the basis of the tax rate, fixed annual sewer rent, or assessments for the next preceding year applied to the latest assessed valuation available tax rates and assessed value at the time of Closing, with a reapportionment to be made when the next tax, fixed annual sewer rent, or assessment is fixed. C. If there are water meters on the Property, provided thatSeller, to the extent that the same is obtainable, shall furnish a reading to a date prior, and as close as possible to, the Closing Date, and the unfixed charges for water and usage-based sewer charges as reflected on the water meter, if the Taxes any, based thereon for the year intervening period shall be apportioned on the basis of Closing are thereafter determined such last reading, subject however to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded)readjustment, Seller as hereinafter provided. The reading taken subsequent to, and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which as soon as possible following the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as Date will then be apportioned on a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after per diem basis from the date of such reading immediately prior thereto and Seller shall either pay the undercharge to Purchaser, or be reimbursed the overcharge by Purchaser, based upon a comparison of the readings taken prior and subsequent to the Closing Date. Unpaid water meter charges, sewer rents and other utility charges for direct service to tenants, if any, and for which such tenants are responsible for payment under the terms of their respective Leases, or otherwise, shall not be paid objections to title by Purchaser. D. Seller will pay all public utilities (e) With respect to electricity, telephone, television, cable television, gasother than fixed annual sewer rents, water and sewer services that usage-based charges addressed above in Section 9.B and Section 9.C, and those billed directly to any tenant(s) and fuel oil, if any, based upon an actual reading taken by the fuel oil supplier, up to the Closing Date, and if such charges are metered and other utilities (collectivelynot determined until after the Closing Date, the “Utilities”)they will, Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately based upon rates in effect prior to the Apportionment Closing Date, be prorated on a per diem basis. Seller shall be responsible If there are transferable security deposits for all charges based on such final meter readingutilities and/or fuel oil, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted pay to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Closing Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) an amount equal to such security deposits not returned to Seller and fifty percent (50%) Seller shall assign its right, title and interest in such deposits to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid E. All charges and fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser)franchises, and permits, telephone equipment, telephone rental, or other items, if any, and to the extent they are legally transferable, on the rights basis of the periods of such licenses, franchises and permits. F. Unused service and supplies based upon Seller's cost for the same, including sales tax. G. Payments and charges relating to such prepaid fees or the maintenance, operating and other charges are assigned by Seller service contracts (herein, the "Service Contracts") set forth on Exhibit F annexed hereto and made a part hereof. H. Tenants' security deposits pursuant to Purchaser at Closing; andSection 11.B of this agreement. (ii) transferable deposits with companies providing UtilitiesI. Locator fees, if any. J. Recording fees. Seller shall pay all fees for releasing liens and encumbrances. Purchaser shall pay the fee for recording the Deed and any financing documents. K. Seller shall pay all sales, gross receipts [documentary], excise [transfer, deed excise] or similar taxes and fees, imposed in connection with this transaction under applicable state or local law. L. Seller shall pay the cost of the Title Policy. Purchaser shall pay the cost of any endorsements to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at ClosingTitle Policy. (h) Amounts prepaid or payable under any Operating AgreementsM. Seller shall pay the cost of the survey. N. Seller and Purchaser shall share equally the cost of the Title Company escrow and closing fees. The provisions of this Section 9 shall survive the Closing and the delivery of the Deed for a period of six (i6) Such other items as are customarily provided months from the Closing Date and adjusted any errors in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) any calculations and/or apportionments made hereunder shall be apportioned between Seller and Purchaser)corrected or adjusted within such six (6) month period. (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid All Prepayments and rent, rates, power, telephone, water, equipment rental payments and other outgoings of a periodic or payable recurring nature (but excluding insurance premiums, normal employee costs (including wages, salary, employee benefits, income tax deductible under the LeasesPAYE system, under any new leases executed after FBT, ACC or equivalent premiums)) must be apportioned between the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller Vendor and Purchaser agree that all rent received by Seller (or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located Permitted Nominee) as at 5pm on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Completion Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under All payments required by this clause 4.4 are to be calculated by the Ground Lease Purchaser (or the Permitted Nominee) and payments due into agreed by the Basin Management Fund Vendor and set out in a statement (as defined Apportionment Statement). All figures in that certain Recreational Land Use Agreement dated June 10, 1985, by the Apportionment Statement and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel all calculations required pursuant to the 3rd Amendment this clause 4.4 are to the Ground Lease)exclude GST. (c) Tour agents’ The Vendor will deliver the Apportionment Statement together with all supporting records, invoices and travel agents’ commissions with respect workings to the HotelPurchaser on or before the date 15 Business Days after the Completion Date. All payments required to be made by the Apportionment Statement will be made by the Vendor or the Purchaser (or the Permitted Nominee) (as the case may be) on or before the date 30 Business Days after the Completion Date. The Purchaser will provide the Vendor and its agents with reasonable access to its records in order to enable the Vendor to prepare the Apportionment Statement. (d) General real estate taxes, water Any late invoices received by the Vendor or sewer rates and charges the Purchaser following the payment under sub-clause (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating c) above will be treated pursuant to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year provisions of Closing are knownthis clause 4.4, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchasermutatis mutandis. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior Any dispute in relation to the Apportionment Date. Seller shall Statement and any payment required under this clause 4.4 will be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, resolved in accordance with clause 5.7. Agreement relating to the current edition sale and purchase of the Uniform System Business and Assets of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.Esphion Limited

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under On the LeasesClosing Date, under any new leases executed after Purchaser and Seller shall apportion the date of this Agreement pursuant following expenses with regard to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which Store: (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf)'s pro rata share of ad valorem taxes, Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates assessments and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and fees payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the Store on such tax year of Closing are thereafter determined to be more or less than the Taxes for the preceding fiscal year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaserbasis, as the case may be; (ii) Seller's pro rata share of fees, charges, parking lot and shopping center expenses or similar expenses, if any, as prescribed by all operating agreements, easements, leases or other instruments; (iii) if arrangements cannot be made for separate billing, any apportionable utility charges and any other charges which are properly apportionable in accordance with the terms of this Agreement; and (iv) Seller's pro rata share of payments under all contracts, agreements and concessions assumed by Purchaser pursuant to the terms of this Agreement. (b) The foregoing, however, shall not operate to relieve Seller of its obligations to pay its rightful share of any taxes, assessments or other fees, utility charges or other charges that are properly payable by Seller as apportioned as of the Closing Date. Real estate taxes, personal property and other taxes, and all other expenses and charges relating to the ownership or operation of the Store, shall be shared on a pro rata basis in proportion to the period of occupancy of each party. (c) The parties agree that any payments due to each other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes the apportionments made on the Closing Date shall be paid within twenty (20) days after the Closing Date. (d) The parties agree to make payments to each other on a tax protest timely basis with respect to all or any portion of adjustments not correctly ascertainable on the Taxes for Closing Date when the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment correct amount of any of such refunds as are due amounts to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted or apportioned pursuant to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canadaare ascertained.

Apportionments. The (a) On the Closing Date and as of the Effective Time, Purchaser and Seller shall apportion the following apportionments shall obligations, expenses and prepayments with respect to the Owned Real Property, Leased Real Property, Business and Assets (subject to subsequent adjustment pursuant to Section 3.03(b)): (i) the ad valorem taxes, assessments and fees (collectively, the “Real Property Taxes”) on such tax-year or fiscal-year basis or other period, as the case may be, as such Real Property Taxes may be levied or assessed, estimated on the basis of the last available tax ▇▇▇▇; (ii) if arrangements cannot be made between Seller for separate billing, any apportionable utility charges and any other charges that are properly apportionable in accordance with the terms of this Agreement; (iii) prepayments under the Assigned Contracts assumed by Purchaser as of 11:59 p.m. local time at and any other prepayments exclusively related to the PropertyRestaurants; and (iv) personal property taxes, if any, on the day immediately preceding Equipment and other Personal Property. (b) Not later than ninety (90) days following the Closing Date (or if such date is not a Business Day, the “Apportionment Date”immediately-following Business Day). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver prepare and furnish to Purchaser any security deposits actually held a reconciliation that shall set forth the actual Inventory and Special Item amounts as of the Effective Time and the proration of obligations, expenses and prepayments in respect of the Restaurants as of the Effective Time (including those contemplated by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the LeasesSection 3.03(a) above). Unpaid Real Property Taxes and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Propertyother taxes, Seller shall deliver to Purchaser any such rent and all other expenses and charges relating to the date ownership and/or occupancy, as applicable, of Closing the Owned Real Property, Leased Real Property and Assets, shall be shared on a pro rata basis in proportion to the period of ownership or occupancy of Seller, on the one hand, and Purchaser, on the other hand. Purchaser shall review such reconciliation and shall notify Seller of any period thereafter objections to any amounts shown within fifteen (15) days after the receipt thereofreceipt. During such period, Seller shall provide Purchaser with all information reasonably necessary and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver available to Seller any such rent relating to the period prior computation of the reconciliation and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, the reconciliation. If such reconciliation provides that Purchaser owes Seller any amount, then Purchaser shall pay such amount shown as owed to the date of Closing Seller within fifteen thirty (1530) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date later to occur of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed receipt by Seller to tenants prior to Closing but which have not been collected Purchaser of the reconciliation, or (ii) which have not been billed to tenants the resolution of all objections timely raised by Seller prior to Closing and relate to periods prior Purchaser to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closingreconciliation. If such reconciliation provides that Seller has billed and collected Pass Through Expenses which relate owes Purchaser any amount, then Seller shall pay such amount shown as owed to periods Purchaser within thirty (30) days after the Closing or if Seller has collected and not expended monies for obligations as later to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected occur of (A) receipt by Purchaser after of the Closing shall be applied as designated by reconciliation, or (B) the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order resolution of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) all objections timely raised by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease)reconciliation. (c) Tour agents’ and travel agents’ commissions with respect In addition to the Hotel. (d) General real estate taxes, water or sewer rates adjustments and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded)payments contemplated above, Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay agree to the make payments to each other any amount required as on a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest timely basis with respect to all or any portion of amounts and adjustments not correctly ascertainable pursuant to Section 3.03(a) and Section 3.03(b) when the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment correct amount of any of such refunds as are due amounts to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted or apportioned pursuant to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada3.03 are ascertained.

Apportionments. The following apportionments shall be made between Seller 6.1 All charges and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent outgoings relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, payable in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation respect of the Property, but Purchaser will not be obligated to institute Business or any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at Assets (excluding the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are amounts due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water Creditors and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (Book Debts but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items rents, rates, water and trade advertising due bills other periodic outgoings, gas, electricity and telephone charges, licences and royalties and road tax licences and insurance premiums and obligations and liabilities in respect of salaries, wages, accrued holiday pay and other remuneration, national insurance, pension and other statutory contributions, income tax deductible under PAYE for which the Vendor is accountable, contributions to retirement benefit schemes and all other payments to or in respect of the Employees) which relate to a period commencing before or on and ending after the Completion Date shall be apportioned on a time basis (save that all charges and outgoings specifically referable to the extent such expenses relate to advertising reasonably useable by Purchaser) of the use of any property or rights shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, according to the extent applicableof such use) so that such part of such charges and outgoings as is attributable to the period ending on the Completion Date shall be borne by the Vendor and each part of such charges and outgoings as is attributable to the period commencing on the day immediately after the Completion Date shall be borne by the Purchaser. 6.2 Such part of all royalties, discounts, rebates and other sums receivable in respect of the Business or any of the Assets which relates to a period commencing before and ending on the Completion Date shall be for the benefit of the Vendor and such part of all royalties, discounts, rebates and other sums receivables in respect of the Business or any of the Assets which relates to a period commencing on the day immediately after the Completion Date shall be for the benefit of the Purchaser. 6.3 The Vendor shall deliver to the Purchaser a schedule of apportionments (the "Apportionments Schedule") within 15 Business Days after Completion and if there shall be no dispute with regard to the same the apportionments shall be paid within 5 Business Days after delivery of the Apportionments Schedule. Any dispute shall be dealt with in accordance with Clauses 5.6 to 5.14 (inclusive) and Clause 5.16 and references therein to "Retail Premises Stock" and "Concession Outlets Stock" shall be construed as references to the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., Apportionments Schedule and in Clause 5.6 reference to 15 Business Days shall be construed as adopted by the American Hotel Association of the United States and Canadareference to 10 Business Days.

Apportionments. (a) The following are to be apportioned at the Closing (except as otherwise provided for herein, the apportionments shall be made between in accordance with the customs in respect to Title Closing Recommended by The Real Estate Board of New York, Inc.), it being understood that in each case the amount to be apportioned shall be fifty percent (50%) of each item listed below: (i) Rents and additional rents under the Space Leases, as and when collected. As to any Space Lease(s) that provides for the payment of additional rent based upon a percentage of the Space Tenant's business during a specified annual or other period, or provides for so-called "escalation rent" based upon increases in real estate taxes or operating expenses or labor costs or cost of living or ▇▇▇▇▇▇'▇ wages or otherwise (which such additional rent and "escalation rent" are collectively called "Overage Rent"), if the Closing shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable accounting period in which the Closing occurs shall be apportioned subsequent to the Closing. Purchaser agrees that it will receive and hold such Overage Rent in trust and pay over to Seller fifty percent (50%) of the proportion of such Overage Rent for that portion of such accounting period during which the Seller owned the Premises bears to the entire such accounting period. As to any Overage Rent in respect to an accounting period that shall have expired prior to the Closing but which shall become payable after the Closing, Purchaser agrees that it will receive and hold such Overage Rent in trust and pay over to Seller fifty percent (50%) of such amount upon receipt thereof. IPA shall furnish to Purchaser all information (including the form of the ▇▇▇▇ to be rendered) necessary for the billing of such Overage Rent. Purchaser agrees that it shall promptly render bills for and shall exercise due diligence in the collection of Overage Rent and shall, upon receipt thereof, promptly pay to Seller the amount to which Seller is entitled as above provided. Purchaser's sole obligation with respect to tenant arrearages shall be to ▇▇▇▇ the delinquent Space Tenant on a monthly basis for six consecutive months. Thereafter, Purchaser shall reassign the claim for 50% of such tenant arrearages to Seller and Purchaser as of 11:59 p.m. local time at Seller shall have the Propertyright to ▇▇▇ Space Tenants to collect such delinquencies, on the day immediately preceding the Closing Date but Seller shall not be entitled to evict (the “Apportionment Date”). (aby summary proceedings or otherwise) Amounts paid or payable under the Leasesany such Space Tenants. If, under any new leases executed after the date of this Agreement pursuant prior to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser collect any security deposits actually held by Seller pursuant sums on account of Overage Rent for a year or other period, or any portion of such year or other period, beginning prior but ending subsequent to the Leases or credit to the account of Purchaser the amount Closing, fifty (50%) of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after sums shall be apportioned at the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) balance credited to Purchaser. Dinner and bar charges for The provisions of this Article 6(a)(i) shall survive the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments parties shall be made between Seller and Purchaser apportion, as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (Date, the “Apportionment Date”).following in respect of each Property in cash at Closing as an adjustment of the cash portion of the Purchase Price: (a) Amounts paid or The rent and other sums payable by Tenants under the LeasesLeases on a collectible basis for the month of Closing and Buyer shall cause the rent and other sums for the period prior to Closing to be remitted to Seller if, under any new leases executed after the date of this Agreement pursuant to the provisions hereof as and under all Operating Agreementswhen collected. At the Closing, Seller Buyer shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or receive a credit to the account Purchase Price for any concessions or abatements of Purchaser the amount of such security deposits rents (or for any monies or concessions to the extent such security deposits are not applied against delinquent rentals or otherwise be paid to a Tenant by Landlord under a Lease) as provided set forth in the Leases)existing executed Leases but Buyer shall not receive a credit for any concession or abatement of rent on a Lease that has already been taken into account pursuant to Article 4. Unpaid and delinquent rent under the Leases Any amount collected by Buyer, or any Seller or Purchaser after the Closing Date Date, from Tenants who owe rents for periods prior to the Closing Date, shall be delivered as follows: applied (ai) if Seller collects any unpaid or delinquent rent first, in payment of rents for the Propertymonth the Closing occurs (the “Closing Month”), (ii) second, in the payments of rents for the month following the Closing Month, and (iii) to the payment of the months prior to the month of Closing (unless otherwise designated by such tenant). Each such amount, less any costs of collection (including reasonable attorneys’ fees) reasonably allocable thereto, shall be adjusted and prorated as provided above, and the party who receives such amount shall promptly pay over to the other party the portion thereof to which it is so entitled. At Closing, Seller shall deliver to Purchaser Buyer a schedule of all such past due but uncollected rent and other sums owed by Tenants. Buyer shall promptly remit to Sellers any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rentssums paid by scheduled tenants. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage Buyer shall ▇▇▇▇ tenants who owe rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to for periods prior to the Closing on a monthly basis for six (6) consecutive months following the Closing Date. For amounts due Sellers not collected within twelve (12) months after Closing, Sellers shall have the right to ▇▇▇ to collect same (without the right to evict tenant) and retain any amounts recovered in connection with such suits; (b) Except where and to the extent a tenant has the obligation to pay real property taxes and assessments directly to the appropriate governmental authority and not to Sellers and such tenant is not in default under its Lease, all real property taxes and assessments as customarily apportioned for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so real property transactions in ▇▇▇▇▇ on Seller’s behalf)County, Purchaser shall in accordance Nevada; with each such tenant’s lease Seller paying all taxes due and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued payable prior to Closing. If Seller ; (c) Except where and to the extent a tenant has billed an obligation to pay the same, water, electricity, and collected Pass Through Expenses which relate sewer charges on all, but if any of such charges shall be payable on the basis of meter readings, then such charges shall be apportioned on the basis of the billing date from the applicable provider that occurs closest to periods after the Closing Date; and (d) All customary items of revenue or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenantsexpense (including, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected any outstanding utility deposits paid by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs Sellers with respect to the current terms development of the Leases at the Property other than such approved new Leases or renewals or modifications. (bProperties) Rental under the Ground Lease not otherwise specifically provided for herein which are customarily prorated between a buyer and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau seller of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject Closing Date in each case to payment of any of accordance with the custom governing such refunds as are due to Tenants under the Leasesproration. All Taxes assessed for periods after advance payments to occupy space or use facilities within the date of Closing Buildings shall be paid prorated as of the Closing Date by Purchaserallocating each such payment ratably based on the number of days in the period to which the same apply. (e) With respect Buyer shall receive a credit from Sellers at Closing for all of the credit balances in any tenant CAM, Tax or Insurance reserve account and Buyer shall be obligated to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters reconcile such reserve accounts for each tenant for the Utilities on or immediately prior to the Apportionment Dateyear 2012. Seller shall be responsible not receive a credit from Buyer for all charges based on any negative balance in such final meter reading, accounts unless and Purchaser shall be responsible for all charges thereafter. If until collected from tenants following a reconciliation of such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted tenant’s accounts pursuant to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentSection 6.7. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The SFX and the Shareholders shall apportion the following apportionments shall be made between Seller items of revenue and Purchaser expense (which items of revenue and expense are more particularly set forth by example in the Balance Sheet of GDT) as of 11:59 p.m. local time at midnight of the Property, on the day date immediately preceding the Closing Date (in accordance with the “Apportionment Date”)following terms and conditions. (aA) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller The Shareholders shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or receive a credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator any deposits made on behalf of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing GDT together with any unpaid leasing commissions accrued interest thereon, all prepaid expenses and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other itemssubscriptions, if any, to the extent the rights same are attributable to periods preceding the Closing Date, and all cash on deposit in accounts of GDT as of the date immediately preceding the Closing Date less an amount equal to: (1) any outstanding checks as of such prepaid fees or other charges are assigned by Seller date, and (2) any cash on deposit as of such date relating to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilitiesadvance ticket sales, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closingadvance group sales and unearned sponsorship fees. (hB) Amounts prepaid all accounts receivable, including those set forth below, shall be apportioned in the following manner (except that there shall be no apportionment with respect to accounts receivable owing from the Shareholders, their immediate family members and any Subsidiaries or payable under Affiliates of any Operating Agreementsthereof which shall be released at Closing pursuant to Section 17(e)): (1) To the extent not paid prior to the Closing, the Shareholders shall be entitled to an amount equal to any sponsorship fees due on account of shows or events occurring prior to the Closing Date; SFX shall remit such amount to the Shareholders within five (5) days following receipt thereof. (i2) Such other items as are customarily provided The Shareholders shall be entitled to a credit equal to any general accounts receivable and adjusted in the sale any notes receivable due on account of a hotel (including, without limitation, promotional items and trade advertising due bills shows or events occurring prior to the extent such expenses relate Closing Date or any promissory notes receivable in existence prior to advertising reasonably useable by Purchaserthe Closing Date. (C) deferred income with respect to GDT(excluding the amounts to be apportioned in respect of items set forth in Subsection (f)(i)(B)) shall be apportioned between Seller SFX and Purchaser)the Shareholders based upon the period to which such deferred income relates such that SFX shall receive a credit for all such deferred income allocable to periods from and after the Closing Date and the Shareholders shall receive a credit for all such deferred income through the date immediately preceding the Closing Date; and (D) if the Closing Date is other than the first day of a calendar month, all fixed rent payable under Leases shall be apportioned for the month in which the Closing Date occurs provided that SFX shall receive a credit for any unpaid amounts for any other periods prior to the Closing Date. (jii) To the extent that the following items are not subject to adjustment pursuant to the provisions of Section (f)(i) hereof, SFX and the Shareholders shall also apportion all accounts payable, including the following items (except that there shall be no apportionment with respect to accounts payable due to the Shareholders, their immediate family members and any Subsidiaries or Affiliates of any thereof which shall be released at Closing pursuant to Section 17(e)), as of midnight on the date immediately preceding the Closing Date: (A) all wages and salaries of employees for current periods, including accruals up to the Closing Date, for bonuses, commissions, vacations and sick pay and related payroll taxes; (B) utility expenses, including without limitation, telephone, electricity and gas, on the basis of the most recently issued bills therefor, with a subsequent reapportionment of such utilities promptly after issuance of bills for the same for the period which includes the Closing Date; and (C) payments in lieu of taxes and additional rents payable under Leases and any prepaid charges or advance payments under service contracts. (iii) The apportionments as to the Hotel in contemplated by this Section 4.5 shall be prepared3(f), to the extent applicablepracticable, shall be made on the Closing Date. All such apportionments shall be made on a calendar year basis. At least five (5) business days prior to the estimated Closing Date, the Shareholders shall furnish to SFX a proposed apportionment schedule with respect to the items set forth in accordance with Subsections (f)(i) and (ii). Thereafter, the current edition of Shareholders and SFX shall negotiate in good faith in order to resolve any disputed amounts contained therein. In the Uniform System of Accounts for Hotels of event that the Hotel Association of New York CityShareholders and SFX are unable to resolve any such disputed items (the "Disputed Apportionments"), Inc., such dispute shall be resolved as adopted by the American Hotel Association of the United States and Canada.provided in Subsection (f) 6

Apportionments. (a) The following apportionments items shall be made between Seller and Purchaser apportioned at the Closing as of 11:59 p.m. local time at the Property, midnight on the day immediately preceding the Closing Date (the “Apportionment Date”).: (ai) Real estate taxes, assessments, other than special assessments made against the Property, based on the rates and assessed valuation applicable in the fiscal year for which assessed; (ii) Water rates and charges; (iii) Sewer and vault taxes and rents; (iv) Annual license, permit and inspection fees except for those relating to construction of the Improvements, which shall be Seller's obligation in their entirety; (v) Intentionally omitted; (vi) All charges and payments for water and sewer services supplied to the Property, provided, however, that if there is not meter or if the current ▇▇▇▇ for any of such utilities has not been issued prior to the Closing Date, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued; and (vii) Amounts paid or payable outstanding for the water pipeline and traffic signalization under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided Mutual Covenants in the Leasesaccordance with SECTION 5(a)(i)(3). Unpaid and delinquent rent under If any of the Leases collected by Seller or Purchaser foregoing cannot be apportioned at the Closing because of the unavailability of the amounts which are to be apportioned, such items shall be apportioned as soon as practicable after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under The amount of any unpaid real property taxes and assessments, water rates and charges and sewer taxes and rents which Seller is obligated to pay and discharge may, at the Ground Lease option of Seller, be credited to Purchaser out of the cash balance of the Purchase Price, provided that official bills therefor, indicating the interest and payments due into penalties, if any, thereon, are furnished by Seller at the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease)Closing. (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General If any refunds of real estate taxesproperty taxes or assessments, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against sewer taxes and rents shall be made after the Property (collectivelyClosing, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes same shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year held in which the Closing occurs are issued trust by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same, then paid to any tenant at the Property who is entitled to the same and the balance, if any, shall be paid to Seller (for the period prior to the Closing Date) and to Purchaser (for the period commencing with the Closing Date). (d) If at the Closing Date the Property or any part thereof shall be or shall have been affected by any general assessment or assessments or real property taxes which are or may become payable in installments of which any installment is then a charge or lien and has become payable, Seller shall pay or cause to be paid the unpaid installments of such assessments due prior to the other any amount required as a result of such adjustmentClosing Date and Purchaser shall pay or cause to be paid all installments which are due on or after the Closing Date. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year The current installments shall be apportioned at the property of Seller, and any refund relating Closing. Any special assessment made against the Property prior to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by PurchaserSeller prior to the Closing whether or not the payments therefor are due and payable prior to the Closing. (e) With respect If, on the Closing Date, there are any Purchaser Initiated Change Orders (as defined in EXHIBIT B) which have not been fully paid for by Purchaser, then the additional costs due to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller such Purchaser Initiated Change Orders shall be responsible for all charges based on such final meter reading, and paid by Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of at the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentClosing. (f) Room charges, room service charges, valet, telephone and similar charges as In the event the apportionments hereinabove provided which are to be made at the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent result in a credit balance (50%) to Seller and fifty percent (50%i) to Purchaser. Dinner and bar charges , such sum shall be paid at the Closing, by giving Purchaser a credit against the balance of the Purchase Price in the amount of such credit balance or (ii) to Seller, Purchaser shall pay the amount thereof to Seller at the Closing by wire transfer of immediately available funds to the account or accounts designated by Seller in writing for the evening balance of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of PurchaserPurchase Price. (g) Seller shall receive full reimbursement from Purchaser at Closing be responsible for each the payment of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only amounts due pursuant to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and clause (ii) transferable deposits of the last paragraph of Section 2.3 of the Reciprocal Easement Agreement dated as of March 25, 1999 between Seller and Polaroid Corporation, filed with companies providing Utilitiesthe South Registry District of Middlesex County as Document No. 1101666, if any, and all other amounts due under the Contracts prior to the extent Closing Date. Purchaser shall be responsible for all other amounts which arise under the rights to such transferable deposits Contracts which are assigned by Seller to Purchaser at Closingnot due until on or after the Closing Date. (h) Amounts prepaid or payable under any Operating AgreementsNo insurance policies of Seller are to be transferred to Purchaser, and no apportionment of the premiums therefor shall be made. Purchaser acknowledges that it shall be responsible for securing its own insurance for the Property as of the Closing Date. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition obligations of the Uniform System of Accounts for Hotels of parties hereto under this SECTION 8 shall survive the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaClosing.

Apportionments. The following apportionments apportionments, calculated as of the close of business on the day prior to the Closing Date, shall be made between Seller and Purchaser as of 11:59 p.m. local time the parties at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”).Closing: (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant Rents received by Seller prior to the provisions hereof Closing Date which are allocable to periods prior to and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after including the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent retained by Seller. Rents which are allocable to periods prior to and including the Closing Date which have been forgiven in return for the Property, tenant's delivery of a promissory note or notes to Seller shall deliver to Purchaser any such rent relating be treated as principal and interest owed to the date Seller and shall be retained by the Seller if as and when received. Buyer shall receive a credit for the per diem value of rents received by Seller prior to the Closing and any period thereafter within fifteen (15) days Date which are allocable to periods after the receipt thereofClosing Date. Rents which are in arrears at Closing shall be applied and apportioned, if, as, and when collected by Buyer or Seller (bnet of reasonable third-party collection costs, if any), and shall be applied in the following order of priority: (i) if Purchaser collects to the month in which the Closing occurred; (ii) then to the month preceding the month in which the Closing occurred; (iii) then to any unpaid month or delinquent months following the month in which the Closing occurred with respect to which rent from the Property, Purchaser shall deliver to Seller any such rent relating is due at time or receipt; and (iv) then to the period prior to the date of month preceding the month in which the Closing within fifteen (15) days after the receipt thereofoccurred. Seller and Purchaser agree that all rent If any payments from a tenant received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as are payable to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenantsBuyer by reason of this Subsection, Seller shall credit then the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing appropriate sum shall be applied as designated by the tenant and if the tenant does not designate, first promptly paid to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modificationsBuyer. (b) Rental If any tenants are required to pay percentage rent, escalation charges for real estate taxes, operating expenses, cost-of-living adjustments or other charges of a similar nature ("Additional Rent") and any Additional Rent is collected by Buyer or Seller which is attributable in whole or in part to any period during which the respective party did not own the Property, such party shall promptly pay to the other party the other party's proportionate share thereof, less a proportionate share of any reasonable attorney's fees, costs and expenses of collection thereof, which obligation shall survive the Closing. Additional rents shall be apportioned as when and to the extent actually collected on a pro rata basis as of the Closing Date on the basis of the period for which payable under the Ground applicable Lease and apportioned on the basis of the actual number of days in such period. If as a result of any reconciliation of any payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10made by tenants for any such items of expense, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied Buyer is obligated to remit to tenants or credit to any tenant any amounts relating to a period prior to the Hotel pursuant Closing Date, Seller shall promptly remit to Buyer any such amount paid by Buyer, which obligation shall survive the 3rd Amendment to the Ground Lease)Closing. (c) Tour agents’ Cash security deposits made by tenants under Leases shall be retained by Seller, with Buyer to receive a credit for the amount thereof. Any discrepancy between the amount credited to Buyer at Closing and travel agents’ commissions with respect the amount required to be held by the Hotellandlord under the applicable lease as of the Closing Date shall be reconciled between Buyer and Seller within a period of thirty-six (36) months after the Closing Date. Security deposits consisting of letters of credit or other property shall be transferred to Buyer upon delivery of a receipt therefor. (d) General Prepaid and accrued operating expenses including real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, water charges, sewer rents and vault charges shall be apportioned on a per diem basis between Buyer and Seller using the most recent assessment, invoice, meter reading or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occursbilling. If the Closing shall occur before the actual Taxes payable during the year of Closing are knowncurrent tax rate or valuation is fixed, the apportionment of Taxes taxes at the Closing shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes rate for the preceding year (after any appeal of period applied to the latest assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and valuation. Promptly after the date that new rate and valuation are fixed, the final invoices for apportionment of taxes for shall be recomputed Real estate tax refunds and credits received after the Property for Closing which are attributable to the fiscal tax year in during which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as Buyer, after deducting the costs of collection thereof, pursuant to this Section. Buyer and Seller will be responsible for reconciling any such refunds and credits with tenants pursuant to the Hotel terms of tenant leases that were in this Section 4.5 shall be prepared, to effect during the extent applicable, in accordance with the current edition period of Buyer's and Seller's ownership of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.Property,

Apportionments. (a) The following apportionments shall be made between Seller and Purchaser as charges relating to each of 11:59 p.m. local time at the PropertyLeased Real Properties, except those Leased Real Properties that are not retail stores, that relate to a period that begins prior to 12:01 a.m. on the day immediately preceding the Closing Date March 13, 2005 (the “Apportionment Date”).) and ends after the Apportionment Date are to be apportioned between the Company, on the one hand, and Purchaser, on the other hand, as of such time: (ai) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent apportioned for the Propertymonth of March; (ii) assessments, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereofwater meter charges, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentalssewer rents, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates fiscal year for which assessed; (iii) charges and assessed value of fees payable for telephone services, water, heat, steam, electric power, gas and other utilities, at the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued price charged by the suppliers, including any taxes thereon and based upon applicable taxing authoritymeter readings, except in the case of an ongoing tax protest) shall adjust the proration of such Taxeswhere available, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities made on or immediately prior to the Apportionment Date; and (iv) amounts due to the landlords for expense adjustments for property, income or other taxes, “CAM” and other obligations under the Lease. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for Items (i) through (iv) above which readings were not obtained shall be pro rated as relate to the pre-Apportionment Date obligations of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that Company are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted hereinafter referred to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment“Company Apportionment Obligations. (fb) Room chargesThe parties hereto acknowledge and agree that the landlords of Leases that are assumed and assigned to Purchaser or its Designee must submit to Purchaser all Company Apportionment Obligations prior to September 15, room service charges2006 or such expenses shall not be allowed against, valetand the landlord shall be barred from collecting such charges from Purchaser, telephone and similar charges as to Purchaser’s Designee, the Hotel for the night commencing on the Apportionment Date and ending on the morning Company or its estate.” 7. Section 4.10(e) of the date of Closing shall be apportioned fifty percent (50%) Purchase Agreement is hereby amended by deleting the words “Acquired Employees” from the first sentence thereof and inserting the words “Company Employees” in lieu thereof. 8. The Company intends to Seller handle Inventory that is damaged or otherwise designated as “return to vendor,” and fifty percent (50%) to Purchaser. Dinner and bar charges for therefore not included in the evening of Acquired Assets, in accordance with past practices; provided, however, that damaged merchandise in the stores after the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of abandoned to Purchaser. (g) Seller 9. Notwithstanding any provisions to the contrary in the Purchase Agreement including but not limited to Section 4.3 thereof, prior to April 30, 2005 Purchaser shall receive full reimbursement from Purchaser at Closing for each take possession of those books and records of the following items: Company that it elects to retain in its sole discretion. The Company may elect to retain or destroy the remaining books and records as it elects in its sole discretion. Thereafter, the parties shall each give each other sixty (i60) prepaid fees or other charges for transferable licenses, advertising expenses (but only days’ notice prior to destroying any books and records of the Company in their possession. Purchaser shall provide the Company with reasonable access to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided books and adjusted records in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, its possession in accordance with the current edition Section 4.3 of the Uniform System of Accounts for Hotels Purchase Agreement and the Company shall provide similar access to Purchaser with respect to the books and records it retains. With respect to the previous sentence, the party requesting access shall pay all costs associated with reviewing the books and records, including, but not limited to, retrieval costs, copy costs and personnel costs associated with such review. 10. Schedule 2.08(a) of the Hotel Association of New York City, Inc., as adopted Purchase Agreement is hereby amended by adding the American Hotel Association of the United States and Canada.following two trademark applications:

Apportionments. (a) The following apportionments shall are to be made between Seller and Purchaser apportioned at the Closing as of 11:59 p.m. local time at the Property, on PM of the day immediately preceding the Closing Date (except as otherwise provided for herein, the “Apportionment Date”).apportionments shall be made in accordance with the customs in respect to Title Closing Recommended by The Real Estate Board of New York, Inc.): (ai) Amounts paid or payable Rents and additional rents under the Space Leases, under as and when collected. As to any new leases executed Space Lease(s) that provides for the payment of additional rent based upon a percentage of the Space Tenant's business during a specified annual period or other period, or provides for so-called "escalation rent" based upon increases in real estate taxes or operating expenses or labor costs or cost of living or ▇▇▇▇▇▇'▇ wages or otherwise (which such additional rent and "escalation rent" are collectively called "Overage Rent"), if the Closing shall occur prior to the time when any such Overage Rent is payable, then such Overage Rent for the applicable accounting period in which the Closing occurs shall be apportioned subsequent to the Closing; provided, however, in the case of Overage Rent on account of increases in real estate taxes, since Seller is apportioning real estate taxes as of June 30, 2000, the apportionment of such Overage Rent shall be made as of June 30, 2000 notwithstanding a date of Closing earlier than June 30, 2000. Purchaser agrees that it will receive in trust and pay over to Seller the proportion of such Overage Rent that the portion of such accounting period during which the Seller owned the Premises bears to the entire such accounting period. As to any Overage Rent in respect to an accounting period that shall have expired prior to the Closing but which shall become payable after the date Closing, Purchaser agrees that it will receive and hold in trust such Overage Rent and pay the entire amount over to Seller upon receipt thereof. Seller shall furnish to Purchaser all information (including the form of this Agreement pursuant the ▇▇▇▇ to be rendered) necessary for the provisions hereof billing of such Overage Rent. Purchaser agrees that it shall promptly render bills for and under all Operating Agreementsshall exercise reasonable due diligence in the collection of Overage Rent (but shall not be obligated to institute proceedings to collect the same) and shall, upon receipt thereof, promptly pay to Seller the amount to which Seller is entitled as above provided. At If, prior to the Closing, Seller shall either deliver to Purchaser collect any security deposits actually held by Seller pursuant sums on account of Overage Rent for a year or other period, or any portion of such year or other period, beginning prior but ending subsequent to the Leases or credit Closing, such sum shall be similarly apportioned at the Closing as of 11:59 PM of the day immediately preceding the Closing. At the request of either party, both parties will join in a direction to the account of Purchaser the amount of respective Space Tenants under such security deposits (Space Leases as to the extent such security deposits are not applied against delinquent rentals or otherwise as division of Overage Rents in accordance with the foregoing provisions hereof. (ii) Real estate taxes, provided that in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Propertycase of real estate taxes, Seller shall deliver agrees to Purchaser any be responsible for all such rent relating to the date of Closing taxes due through June 30, 2000. (iii) Water rates, water meter charges and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentalssewer rents, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in on the usual course of Purchaser’s operation basis of the Propertyfiscal period for which assessed which are not payable by the Space Tenants. If there be a water meter or meters on the Premises (other than meters under which charges are payable by a Space Tenant), but Purchaser will the unfixed meter charges and the unfixed sewer rent thereon based for the time intervening from the date of the last reading shall be apportioned on the basis of such last reading, and shall be appropriately readjusted after the Closing on the basis of the next subsequent bills. As to any water charges and the accompanying sewer rent charges, payable by Space Tenant(s) as aforementioned, if the Space Tenant(s) shall have failed to pay such water charges and sewer rent, such unpaid charges and rents, and the liens, if any, resulting therefrom, shall not be obligated objections to institute title, or be the basis of any lawsuit claim whatsoever against Seller, and (i) Purchaser shall close title and accept delivery of the Deeds subject to such unpaid charges and rents and such liens without abatement or credit against the Purchase Price and (ii) Seller shall assign its rights against such Space Tenants to Purchaser. Seller agrees to cooperate with Purchaser in collecting such unpaid charges and rents from Space Tenants. (iv) The Reletting Expenses, if any. (v) Wages, vacation pay, pension and welfare benefits and other collection procedures fringe benefits of the Union Employees (as defined in Article 31 hereof) that Purchaser has agreed to collect delinquent rents. With respect employ after Closing, which Union Employees are referred to percentage rents based upon gross sales on Schedules E-1 and E-2 attached hereto and made a part hereof, whose employment shall not have been terminated at or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date Closing. (vi) Prepaid charges under any Service Contracts which are assigned to Purchaser; (vii) Dues paid, if any, to the Realty Advisory Board on Labor Relations, Inc. provided the membership covered by such dues is transferable. (viii) License and permit fees on Licenses and Permits. (ix) Usable maintenance supplies in unopened containers based on Seller's actual cost therefor including sales tax. (x) Fuel, if any. (xi) All other income from and expense relating to the Properties of Closing every type and the denominator nature as is customary with a closing of which is the total number of days this type in the Applicable Period. With respect to additional rent attributable to insuranceBorough of Manhattan, taxesCity, common area maintenance County and State of New York. (b) In connection with Section 6(a)(iii), Seller shall furnish readings of the water, other operating expenses than meters measuring the consumption of water which are passed through the direct responsibility of any Space Tenant, to tenants under the Lease a date not more than thirty (the “Pass Through Expenses”30) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods days prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf)the unfixed water rates and charges, Purchaser shall in accordance with each such tenant’s lease sewer taxes and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expensesrents, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility based thereon for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller intervening time shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon apportioned on the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafterlast readings. If such readings are not obtainableobtainable by the Closing, then, until at the Closing, any water rates and charges, sewer taxes and rents which are based on such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date prorated based upon the per diem rate charges obtained by using the last most recent period for which such readings shall then be available in accordance with Section 6(a)(iii) above. Seller agrees to indemnify Purchaser for any such water rates and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone sewer taxes and similar charges rents which shall have accrued as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing, other than those that are the direct responsibility of Space Tenants, which indemnification shall survive Closing for a period of nine (9) months; it being expressly agreed by Purchaser that the existence or possible existence of water rates and charges, sewer taxes and rents that shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date have accrued as of Closing shall be not constitute objections to title on the property part of Purchaser. (gc) If on the Closing either Property or any part thereof shall be or shall have been affected by any special or general assessment or assessments of real property taxes which are or may become payable in installments of which the first installment is then a charge or lien and has become payable, Seller shall receive full reimbursement from Purchaser at Closing for each pay or cause to be paid the unpaid installments of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only such assessments due which relate to a period prior to the extent such expenses Closing, and Purchaser shall pay or cause to be paid all installments which are either due or relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, a period on or other itemsafter the Closing. The current installments, if any, to shall be apportioned at the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (hd) Amounts prepaid In the event the apportionments in this Article 6 which are to be made at the Closing result in a credit balance (i) to Purchaser, such sum shall be paid at the Closing by giving Purchaser a credit against the balance of the Purchase Price in the amount of such credit balance or payable under any Operating Agreements(ii) to Seller, Purchaser shall pay the amount thereof to Seller at the Closing by wire transfer of immediately available funds to the account or accounts designated by Seller for the balance of the Purchase Price. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (je) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition obligations of the Uniform System of Accounts for Hotels of parties under this Article 6 shall survive the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaClosing.

Apportionments. The following apportionments 9.1 All rents, rent charges, rates, insurance premiums, gas, water, electricity and telephone charges, royalties and other outgoings relating to or payable or accruing in respect of the Diagnostics Business up to the Effective Time shall be made between borne by the Seller and as from the Effective Time shall be borne by the Purchaser and all rents, royalties and other periodical payments receivable or accruing in respect of the Diagnostics Business up to and including the Effective Time shall belong to the Seller and as from the Effective Time shall belong to the Purchaser. Those outgoings and amounts receivable shall, if necessary, be apportioned accordingly provided that all outgoings specifically referable to the extent of 11:59 p.m. local time at the Propertyuse of any property or rights shall be apportioned according to the extent of such use. 9.2 All salaries, on wages and other emoluments and all contributions for which the day immediately preceding Seller is liable as an employer in respect of any employee under any contractual or statutory obligation (including all income tax deducted under P.A.Y.E. for which the Closing Date (Seller is accountable and all employer’s contributions to the “Apportionment Date”)any Pension Scheme and all other normal employment costs in respect of the Employees) shall be borne by the Seller up to the Effective Time and shall if necessary be apportioned accordingly. 9.3 Sums payable periodically shall be apportioned by charging or allowing: (a) Amounts paid for any payment period entirely attributable to one party, the whole of the instalment payable for that period; (b) for any part of a payment period, a proportion on an annual basis. 9.4 If any sum payable in respect of any period falling wholly or partly prior to the Effective Time has not been quantified or has not been notified to the Seller, a reasonable provisional apportionment shall be made on the basis of the best estimate available. 9.5 Upon the amount referred to in Clause 9.4 being quantified or notified a final apportionment shall be made and the relevant party shall forthwith make an appropriate balancing payment. 9.6 The Purchaser shall not be obliged to reimburse the Seller in respect of any liability of the Seller unless the Seller has actually discharged the same. 9.7 The net amount (if any) payable by or to the Seller under this Clause shall be agreed between the Leases, under any new leases executed parties within 14 days after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser failing such agreement shall be determined by the Independent Accountant in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved Clause 16 (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground LeaseIndependent Accountant). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments apportionments, calculated as of the close of business on the day prior to the Closing Date, shall be made between Seller and Purchaser as of 11:59 p.m. local time the parties at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”).Closing: (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant Base rents received by Seller prior to the provisions hereof Closing Date which are allocable to periods prior to and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after including the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent retained by Seller. Buyer shall receive a credit for the Property, Seller shall deliver to Purchaser any such rent relating to the date per diem value of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent rents received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for Date which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate are allocable to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to Date. Rents which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser are in arrears at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied and apportioned, if, as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenseswhen collected (net of reasonable third-party collection costs, if any), in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modificationsin which they accrued. (b) Rental under If any tenants are required to pay percentage rent, escalation charges for real estate taxes, operating expenses, cost-of-living adjustments or other charges of a similar nature ("Additional Rent") and any Additional Rent is collected by Buyer or Seller which is attributable in whole or in part to any period during which the Ground Lease and payments due into respective party did not own the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10Property, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied such party shall promptly pay to the Hotel pursuant to other party the 3rd Amendment to other party's proportionate share thereof, less a proportionate share of any reasonable attorney's fees, costs and expenses of collection thereof, which obligation shall survive the Ground Lease)Closing. Additional rents shall be apportioned in the order in which they accrued. (c) Tour agents’ Cash security deposits made by tenants under Leases shall be retained by Seller, with Buyer to receive a credit for the amount thereof. Security deposits consisting of letters of credit or other property shall be transferred to Buyer upon delivery of a receipt therefor. In the event a letter of credit cannot be transferred and travel agents’ commissions a new letter of credit must be issued, Seller shall reasonably cooperate with respect Buyer to obtain the Hotelsame at the time of Closing. (d) General Prepaid and accrued operating expenses including real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, water charges, sewer rents and vault charges shall be apportioned on a per diem basis between Buyer and Seller using the most recent assessment, invoice, meter reading or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occursbilling. If the Closing shall occur before the actual Taxes payable during the year of Closing are knowncurrent tax rate or valuation is fixed, the apportionment of Taxes taxes at the Closing shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes rate for the preceding year (after any appeal of period applied to the latest assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and valuation. Promptly after the date that new rate and valuation are fixed, the final invoices for apportionment of taxes for shall be recomputed. If any errors or omissions are made regarding adjustments and prorations as set forth above, the Property for parties shall make the year in which appropriate corrections promptly upon the discovery thereof, provided the same are discovered within 12 months after the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) Date. Any error or omission not discovered within that period shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay not thereafter be subject to the other any amount required as a result of such adjustment. Further, if Seller Any net debit or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of credit resulting from such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing recomputation shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, promptly in cash. The provisions of this Section 8.1 shall survive the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall be made apportioned between the Seller and the Purchaser at the Closing as of 11:59 p.m. local time at the Property, on of the day immediately preceding the Closing Date (the “Apportionment "Adjustment Date”)."): (a) Amounts paid fixed or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits base rents (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii"Rents") which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf)prepaid, Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility Rents for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year month in which the Closing occurs are issued and Additional Rents and other amounts paid by tenants applicable to periods which begin before but expire after the applicable taxing authorityClosing Date, except in which have been received by Seller; (b) real estate taxes, special assessments, water charges, sewer rents and charges with the case of an ongoing tax protestSeller to be responsible for any period or portion thereof (calculated on a per diem basis) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay occurring prior to the other any amount required as a result of such adjustment. Further, if Seller or Adjustment Date and the Purchaser undertakes a tax protest with respect to be responsible for all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund same relating to any previous year shall be the property period or portion thereof occurring thereafter, regardless of Seller, and any refund relating when billed; (c) value of prepaid fuel belonging to the year in which Closing occurs shall be prorated as Seller stored on the Property, at the Seller's cost, including any taxes, on the basis of a statement from the Apportionment Date, subject in each case Seller's suppliers; (d) charges and payments under Contracts that are being assigned to payment the Purchaser pursuant to the terms of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser.this Agreement and listed on Schedule 3 hereto or permitted renewals or replacements thereof; (e) With respect to electricityany prepaid items, telephoneincluding, televisionwithout limitation, cable television, gas, water and sewer services that fees for licenses which are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior transferred to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, Purchaser at the Closing and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period annual permit and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment.inspection fees; (f) Room chargesutilities, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser.extent required by Section 3.4; (g) Seller shall receive full reimbursement from deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if same are assigned to the Purchaser at Closing for each the Closing; (h) personal property taxes, if any, on the basis of the following items:fiscal year for which assessed; (i) prepaid fees or all other charges for transferable licenses, advertising expenses (but only to revenues from the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or operation of the Property other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided than Rents and adjusted in the sale of a hotel Additional Rents (including, without limitation, promotional items parking charges, tenant direct electrical reimbursements, HVAC overtime charges, and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller telephone booth and Purchaservending machine revenues).; (j) The apportionments New Lease Expenses as provided in Section 10.1.2; and (k) such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Hotel Property and located in this Section 4.5 shall be preparedDeptford Township, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaJersey.

Apportionments. The following apportionments 6.1 Save the Assumed Liabilities, which shall be made between Seller liabilities of the Buyer, all rents, rates and Purchaser as other periodic outgoings in respect of 11:59 p.m. local time at the PropertyBusiness and all wages, on salaries and other periodic outgoings in respect of the day immediately preceding Employees including accrued holiday remuneration and bonuses (deferred or otherwise) and other periodic outgoings in respect of the Acquired Assets and the Assumed Contracts (including, but without limitation, rebates and discounts falling due after the Closing Date (to customers of the “Apportionment Date”). (a) Amounts paid Business in respect of the supply of goods or payable under services by the Leases, under any new leases executed after Seller to customers on or before the date Closing Date for periods of this Agreement pursuant to time on or before the provisions hereof Closing Date shall be borne by the Seller and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account for periods of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser time after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid borne by the Buyer and all periodic payments receivable in respect of the foregoing for periods of time on or delinquent rent for before the Property, Seller Closing Date shall deliver belong to Purchaser any such rent relating and be payable to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period for periods of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing Date shall belong to and be payable to the Buyer. Such outgoings payable and payments receivable in respect of periods starting on or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after before the Closing Date and ending after it shall be applied as designated by apportioned accordingly, provided that any such outgoings or payments receivable which are referable to the tenant and if extent of the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment use of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases asset or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller right shall as far as practicable be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect apportioned according to the current terms extent of the Leases at the Property other than such approved new Leases or renewals or modificationsuse. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or 6.2 Where any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined amounts fall to be more or less than apportioned under this Agreement the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, the Buyer (as the case may be, ) shall pay to provide the other any with full details of the apportionments together with supporting vouchers or similar documentation and in the absence of dispute the appropriate payment shall be made by the relevant party within seven days of demand. The amount required as a result so agreed or determined shall be paid within seven days of such adjustmentagreement. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of Any amount payable under this clause shall carry interest from the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods date seven days after the date of Closing shall be paid by Purchaser. (e) With respect to electricitydemand or, telephoneif the amount of any demand is disputed, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, from the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on date seven days after such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, thendispute is resolved, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as the date of actual payment at a rate equal to 3 per cent per annum above the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem base rate for the billing period in which time being of Barclays Bank plc. 6.3 Each of the date Seller and the Buyer shall keep accounting records sufficient to enable verification of Closing falls, the apportionments and Seller or Purchaser, as the case may be, shall promptly deliver to allow the other the amount determined of them, its auditors or other duly authorised representatives and any Independent Accountants access to be due upon such adjustment. (f) Room chargesaccounting records at any time during normal business hours on reasonable notice to examine and take copies, room service charges, valet, telephone and similar charges as to the Hotel notes or extracts from such records for the night commencing on the Apportionment Date and ending on the morning purpose of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchasersuch verification. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall be made between (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”"Closing Time"), the following (collectively, the "Proration Items"): real estate and personal property taxes and assessments which are required to be paid for the calendar year in which the Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (c) below) and operating expenses and assessments payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser's approval five (5) days prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within one hundred and twenty (120) days following the Close of Escrow, subject to any true-up within the survival period. The provisions of this Section 7 will survive the Closing for nine (9) months. (ab) Amounts Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid or payable under to and collected by Seller and attributable to any period following the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating AgreementsClosing Time. At After the Closing, Seller shall either deliver will cause to be paid or turned over to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentalsRentals, if any, in inverse order of maturity. Purchaser will make a good faith effort received by Seller after Closing and properly attributable to collect any period following the Closing Time. "Rentals" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Lease, to the extent the same exceeds any base year specified in such Lease), all rents in administrative charges, utility charges, tenant or real property association dues, storage rentals and other sums and charges payable to Seller or its successor by tenants under the usual course of Purchaser’s operation Leases or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 7(d) below. Rentals are "Delinquent" if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be obligated required to institute any lawsuit or other collection procedures take legal action to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon enforce collection of any such percentage rent, remit amounts owed to Seller an amount equal to by Tenants of the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable PeriodProperty. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants Monthly base rents under the Lease ("Base Rents") collected by Purchaser or Seller after the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to Time from Tenants who owe Base Rents for periods prior to the Closing Time, shall be applied, (A) first, in payment of Base Rents for the calendar month in which the Closing Time occurs; (B) second, in payment of Base Rents for all periods after the Closing Time; and (C) third, after Base Rents for which all periods after the Closing Time have been paid in full, in payment of Base Rents for periods prior to the Closing Time and not paid pursuant to (A) above. Any sums collected by Purchaser bills subsequent and due Seller will be promptly remitted to closing (Purchaser hereby agreeing to so Seller. Notwithstanding the foregoing, however, after the Closing Date Seller may collect Delinquent Rentals, amounts owed for Operating Expense Recoveries and ▇▇▇▇▇▇▇▇ on Seller’s behalf)for tenant work orders directly from Tenants, Purchaser shall in accordance with each such tenant’s lease and upon collection of sameprovided, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if anyhowever, in no event will Seller have the inverse order of maturity. Purchaser hereby assumes responsibility for the payment right to threaten termination of any unpaid leasing commissions and tenant inducement costs with respect to Lease or institute any new Leases legal or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Datecollection action. Seller shall be responsible for payment of and shall credit notify Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. within seven (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (307) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned applying amounts received by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, amounts owed to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closingfrom Tenants. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall be made between Seller and Purchaser Buyer as of 11:59 p.m. P.M. local time at the Property, on the day immediately preceding the Closing Date (the “"Apportionment Date”"). Where applicable, the apportionments shall be made by the Buyer and Seller pursuant to Section 4.17. (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating AgreementsLease. At the Closing, Seller shall either deliver to Purchaser Buyer any security deposits deposit actually held by Seller pursuant to the Leases Lease or credit to the account of Purchaser Buyer the amount of such security deposits deposit (to the extent such security deposits are deposit is not applied against delinquent rentals or otherwise as provided in the LeasesLease). Unpaid and delinquent rent under the Leases Lease collected by Seller or Purchaser and Buyer after the Closing Date shall be delivered as follows: (a) if Seller hereafter collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser Buyer any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser Buyer hereafter collects any unpaid or delinquent rent from the Property, Purchaser Buyer shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser Buyer agree that (i) all rent received by Seller or Purchaser after the date of Closing shall be applied first to delinquent rentals, if any, in the order of their maturity, and then to current rentals, and (ii) all rent received by Buyer after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser Buyer will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s Buyer's operation of the Property, but Purchaser Buyer will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser Buyer hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or the Property under the Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour Any tour agents’ ' and travel agents’ ' commissions with respect to the Hotel. (dc) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “"Taxes”"), relating to the Property and payable during for the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during for the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser Buyer promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or PurchaserBuyer, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods on and after the date of Closing shall be paid by PurchaserBuyer. (ed) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “"Utilities”"), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser Buyer shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated prorated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or PurchaserBuyer, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (fe) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for split equally between the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaserparties. (gf) Seller shall receive full reimbursement from Purchaser Buyer at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser)expenses, permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser Buyer at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser Buyer at Closing. (hg) Amounts prepaid or payable under any Operating AgreementsService Contracts. (ih) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaserbills) shall be apportioned between Seller and Purchaser)Buyer. (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise Except as provided in Section 3.4, Purchaser will bear all expenses which are incurred in respect of the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser Purchased Assets after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for and Purchaser will receive all proceeds in respect of the Property, Seller shall deliver to Purchaser any such rent relating Purchased Assets attributable to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereofClosing Date, and (b) if Purchaser collects any unpaid or delinquent rent from Seller will bear all expenses which are incurred in respect of the Property, Purchaser shall deliver to Purchased Assets before the Closing Date and Seller any such rent relating will receive all proceeds collectible in respect of the Purchased Assets attributable to the period prior to the date Closing Date (regardless of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent whether such proceeds are received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of whether such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period expenses are paid prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property provided that (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes a) for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date timber that is thirty (30) days from and delivered after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authorityClosing, except in the case of an ongoing tax protest) all revenue shall adjust the proration of such Taxes, and Seller or go to Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If reporting and paying severance taxes with respect to such readings are not obtainabletimber, thenand (b) real and personal property Taxes, until such time as readings are obtainedad valorem Taxes and other non-Income Taxes and assessments imposed on a periodic basis, charges for all Utilities for which readings were not obtained shall be pro rated as of in each case with respect to the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing Tax period in which the date Closing Date occurs, will be apportioned on a per diem basis on and as of the Closing falls, and Seller or Purchaser, as Date (the case may be, shall promptly deliver to “Apportionments”). If the other Closing Date occurs before the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel applicable Tax is assessed for the night commencing applicable Tax period, then real and personal property Taxes, ad valorem Taxes and other non-Income Taxes and assessments imposed on a periodic basis shall be apportioned on the Apportionment Date and ending on the morning basis of the date Tax assessed for the immediately preceding Tax period. Assessments imposed on a non-periodic basis in respect of the Purchased Assets prior to Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaserborne by Seller. Dinner and bar charges for the evening Assessments imposed on a non-periodic basis in respect of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Purchased Assets after Closing shall be borne by Purchaser. Seller and Purchaser shall determine the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Apportionments and amounts pre-paid for timber to be delivered after Closing for each as of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to Closing Date and the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) Purchase Price shall be apportioned between increased or reduced, as applicable, by the aggregate amount of such Apportionments and pre-paid timber volumes. Seller and Purchaser). (j) The apportionments Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all apportionment calculations made pursuant to this Section 2.3. Purchaser agrees that it shall be solely responsible for all real and personal property Taxes, ad valorem Taxes, and other non-Income Taxes and assessments due and payable in respect of the Purchased Assets for Tax periods, the first day of which is after the Tax period in which the Closing occurs. If Purchaser and Seller cannot agree as to Apportionments, the Hotel in this dispute will be resolved pursuant to Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada8.5.

Apportionments. The following apportionments shall be made between Seller and Purchaser apportioned as of 11:59 p.m. local time at Central Time of the Property, on the day date immediately preceding the Closing Date (the “Apportionment Date”)., unless expressly provided for otherwise: (a) Amounts paid Seller shall pay for any and all real estate taxes due and payable before the Closing. Purchaser shall pay for any and all real estate taxes due and payable on or payable under the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating AgreementsClosing. At the Closing, Seller No real estate tax credit or proration shall either deliver be given to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing Property shall occur before the actual Taxes be, or has been, affected by any assessments or special assessments payable during the year in a lump sum or which are, or may become, payable in installments, of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the first installment is then a charge or lien, or has already been paid, then at the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller amounts will be paid or Purchaserapportioned, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following itemsmanner: (i) prepaid fees Any such assessments or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rentalinstallments, or other itemsportion thereof, if any, to payable on or after the extent Closing Date shall be the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closingresponsibility of Purchaser; and (ii) transferable deposits with companies providing UtilitiesAny such assessments or installments, if anyor portion thereof, payable prior to the extent Closing Date shall be the rights to such transferable deposits are assigned by Seller to Purchaser at Closingresponsibility of Seller. The obligations contained in this Section 4.05(a) shall survive the Closing and shall not be merged into the Deed. (hb) Amounts prepaid All water and sewer charges based on the fiscal year for which they are assessed, unless the meters are read on the date immediately preceding the Closing Date; provided, however, that if any such charges or rents are payable by any tenant under any Operating Agreementsthe Leases, such charges or rents shall not be apportioned. (c) Utilities, fuel, gas, and electric charges based on most recently issued bills, unless: (i) Such other items the meters are read on the date immediately preceding the Closing Date; or (ii) the Purchaser has opened its own accounts as of the Closing Date; provided, however, that if any such charges are customarily provided and adjusted in payable by any tenant under the sale of a hotel (includingLeases, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) charges shall not be apportioned between Seller and Purchaser)apportioned. (jd) The apportionments as Any leasing commissions due to any broker or leasing agent on or after the date hereof in connection with any Leases. (e) All other items customarily apportioned in connection with sales of buildings substantially similar to the Hotel Property in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition State of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and CanadaTexas.

Apportionments. The following apportionments (i) Real estate taxes (on the basis of the actual fiscal years for which such taxes are assessed), minimum water and sewer rentals, sums paid to or paid or payable by Seller under the Existing Agreements, prepaid fees for licenses and permits to remain in effect for Buyer's benefit after settlement, prepaid premiums under fire and extended coverage insurance policies assigned to Buyer, and rentals and other sums paid to and received by Seller under the Existing Leases shall be made apportioned at settlement pro rata between Buyer and Seller and Purchaser on a per diem basis as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”)date of settlement. (aii) Amounts paid or payable under the Leases, under any new leases executed Any payments received by Buyer after the date of settlement from a tenant under any of the Existing Leases on account of rentals which are applicable to periods prior to settlement and on account of sums which are attributable to expenses incurred by the lessor for periods of time prior to settlement, shall be apportioned by Buyer upon receipt and the portion thereof attributable to periods or expenses prior to settlement shall immediately be paid by Buyer to Seller. If, at settlement, any tenants are in arrears in the payment of rents or other sums, which were payable prior to settlement, all payments by such tenants after settlement will be deemed as being applicable, first, as against such arrearages to the extent of one month, then as against current rental due and, finally, as against any other such arrearages. (iii) Any payments received by Buyer after the date of settlement under any of the Existing Agreements on account of payments which are applicable to periods prior to settlement shall be apportioned by Buyer upon receipt and the portion thereof attributable to periods prior to settlement shall immediately by paid by Buyer to Seller. (iv) Until such time as Seller shall have received in full all sums which are potentially payable to it on account of any of the Existing Leases or the Existing Agreements as provided in subparagraphs (ii) and (iii) above, of this Agreement subparagraph (a), Buyer shall provide to Seller after settlement a monthly accounting of all sums received by Buyer under any of the Existing Leases or Existing Agreements pursuant to which Seller might be entitled to payments as provided in said subparagraph. (v) If, on the provisions hereof date of settlement, bills for the real estate taxes imposed upon the Premises for the tax fiscal years in which settlement occurs have been issued but shall not have been paid at the time of settlement. If such bills shall not have been issued on the date of settlement, the amount of the taxes shall be reasonably ascertained based upon the then current assessment and anticipated tax rate, and the portions of such taxes to be borne by Buyer and Seller shall be deposited in escrow with the Title Insurance Company, to be disbursed by the Title Insurance Company, promptly after the real estate tax bills have been issued, for the payment of such bills. If the actual taxes are greater than the amounts estimated, Seller and Buyer shall each pay to the Title Insurance Company on demand its pro rata share of such excess. (vi) If the Premises are not separately assessed for real estate tax purposes as of the date of settlement, the real estate tax assessment attributable to the Premises shall be deemed that portion of the total assessment of the buildings on the larger parcel with which the Premises are assessed, which bears the same ratio to such total assessment of buildings as the ground floor area of buildings on the Premises bears to the total ground floor area in buildings on such larger parcel and that portion of the assessment of the land constituting the larger parcel with which the Premises are assessed which bears the same ratio to such total assessment as the land area in the Premises bears to the total land area in the larger parcel. (vii) If the apportionment of any percentage rents, "escalation" payments relating to operating expenses or other payments received by Buyer after the date of settlement from a tenant under all Operating Agreements. At any of the ClosingExisting Leases on account of periods prior to settlement and on account of sums which are attributable to expenses incurred by the lessor for periods at time prior to settlement, cannot be precisely determined at the time of settlement, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to reasonably estimate the Leases or credit to the account of Purchaser the amount apportionment of such security deposits (to the extent sums, and such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date estimated sums shall be delivered apportioned at settlement pro-rata between Buyer and Seller on a per diem basis as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to of the date of Closing settlement. A Post settlement adjustment shall be made, if necessary, between Buyer and any period thereafter Seller for such apportioned items within fifteen thirty (1530) days after the receipt thereofsums can be precisely determined. (viii) Notwithstanding the provisions of this subparagraph 6(a) to the contrary, the apportionment of "percentage rent", and the amounts due Buyer to Seller, respectively, under each of the Existing Leases, shall be made and paid on or before the thirtieth day following the date when the last amount due on account of such percentage rents shall have been paid by the tenants under their respective Existing Leases with respect to the percentage rent lease year (as defined in each of the Existing Leases) in which the settlement date falls. The amount to be apportioned shall be the total of the amounts collected by both Buyer and Seller as percentage rent for such percentage rent lease year. Seller's portion thereof shall be an amount which bears the same ratio to the total percentage rent for the applicable percentage rent lease year as the number of days up to and including the date of settlement in such percentage rent lease year shall bear to the full number of days in each percentage rent lease year; and Buyer shall be entitled to the remaining portion. (b) if Purchaser collects any unpaid or delinquent rent from the PropertyAt settlement, Purchaser Seller shall cause its agent to deliver to Buyer, without consideration, a check in the amount of all security deposits, and accrued interest, then held by or for Seller any such rent relating under the Existing Leases. Provided however that the obligations of Seller under this subparagraph (b) shall be conditioned upon Buyer providing to Seller proof reasonably satisfactory to Seller that Buyer will cause the period security deposits to be maintained after settlement in accordance with the requirements of applicable law. (c) Seller shall use diligent efforts to obtain readings of the water and electric meters on the Premises to a date no sooner than ten (10) days prior to the date of Closing within fifteen (15) days after the receipt thereofsettlement. Seller and Purchaser agree that all rent received by Seller At or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenantssettlement, Seller shall credit the same pay all charges based upon such meter readings. However, if after diligent efforts Seller is unable to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing obtain readings of any meters prior to settlement, settlement shall be applied as designated by completed without such readings and upon the tenant and if the tenant does not designateobtaining thereof after settlement, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect pay the charges incurred prior to the current terms of the Leases at the Property other than settlement as reasonably determined by Seller based upon such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotelreadings. (d) General real estate taxesAt settlement, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, Buyer shall pay to the other any Seller an equal amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case cost to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter readingoil, other fuel and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainablebuilding maintenance supplies, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of appliances and equipment left at the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentPremises. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments shall are to be made between Seller and Purchaser apportioned as of 11:59 p.m. local time at the Property, on P.M. of the day (hereinafter referred to as the "Adjustment Date") -- immediately preceding the Closing Date (the “Apportionment Date”).: (a) Amounts paid or payable A. Rents under the Leases, under any new leases executed after the date of this Agreement pursuant as and when collected, subject to the provisions hereof following: (i) Seller is entitled hereunder to all past due rentals (net of collection costs) accrued up to 11:59 P.M. of the Adjustment Date, regardless of the period of delinquency, and under Purchaser is entitled hereunder to all Operating Agreements. At the Closingrentals accruing thereafter, Seller (ii) rents received after Closing shall either deliver to Purchaser any security deposits actually held by Seller pursuant be applied to the Leases or credit current month's rent than to the account delinquent rents; (iii) Purchaser will cooperate (exclusive of Purchaser the amount litigation) with Seller in collection of such security deposits arrears; and (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser iv) any rental arrears still outstanding ninety (90) days after the Closing Date shall, at that time and upon request of Seller, be reassigned to Seller who may commence litigation, in the nature of a debt collection action, and not a tenant eviction action, to collect same; Purchaser agrees that any of the Past Due Rentals received by Purchaser subsequent to the Closing Date from the tenant(s) shall, provided that such tenant(s) are not delinquent in their rental to Purchaser under the respective Leases, be received by Purchaser as trustee for Seller on account of, or in payment for, the Past Due Rentals and Purchaser agrees to remit forthwith to Seller the amount of the Past Due Rentals so collected to which Seller is entitled, without claim of setoff, abatement or deduction other than actual collection costs. Seller shall be delivered as follows: (aretain all rights to rents and damages against the tenant(s) if accruing prior to the Closing Date, including, without limitation, any claims for damages due to any such tenant's default. If any rents relating to a period of time subsequent to the Closing Date have been collected by Seller collects any unpaid or delinquent rent for prior to the PropertyClosing Date, then on the Closing Date, Seller shall deliver allow to Purchaser any such rent relating a credit against the Purchase Price in an amount equal to the date portion of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior of time subsequent to the date of Closing within fifteen (15) days after the receipt thereof. Date, as mutually agreed to by Seller and Purchaser agree that all rent Purchaser. Any rents relating to a period of time subsequent to the Closing Date, which are received by Seller or Purchaser after the date of Closing shall be applied first received as trustee for Purchaser, and Seller agrees to current rentals remit forthwith to Purchaser the amount so received by Seller. When the rents have been finally determined, a final adjustment shall be made in a post-closing adjustment. B. Taxes, fixed annual sewer rents, and then to delinquent rentalsassessments, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in on the usual course of Purchaser’s operation basis of the Propertyfiscal year or period for which assessed, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to except that if the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing Date shall occur before the actual Taxes payable during the year of Closing are knownany applicable tax rate, fixed annual sewer rent or assessment is fixed, then the apportionment of Taxes taxes, fixed annual sewer rents or assessments shall be upon the basis of the tax rate, fixed annual sewer rent, or assessments for the next preceding year applied to the latest assessed valuation available tax rates and assessed value at the time of Closing, with a reapportionment to be made when the next tax, fixed annual sewer rent, or assessment is fixed. C. If there are water meters on the Property, provided thatSeller, to the extent that the same is obtainable, shall furnish a reading to a date prior, and as close as possible to, the Closing Date, and the unfixed charges for water and usage-based sewer charges as reflected on the water meter, if the Taxes any, based thereon for the year intervening period shall be apportioned on the basis of Closing are thereafter determined such last reading, subject however to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded)readjustment, Seller as hereinafter provided. The reading taken subsequent to, and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which as soon as possible following the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as Date will then be apportioned on a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after per diem basis from the date of such reading immediately prior thereto and Seller shall either pay the undercharge to Purchaser, or be reimbursed the overcharge by Purchaser, based upon a comparison of the readings taken prior and subsequent to the Closing Date. Unpaid water meter charges, sewer rents and other utility charges for direct service to tenants, if any, and for which such tenants are responsible for payment under the terms of their respective Leases, or otherwise, shall not be paid objections to title by Purchaser. D. Seller will pay all public utilities (e) With respect to electricity, telephone, television, cable television, gasother than fixed annual sewer rents, water and sewer services that usage-based charges addressed above in Section 9.B and Section 9.C, and those billed directly to any tenant(s) and fuel oil, if any, based upon an actual reading taken by the fuel oil supplier, up to the Closing Date, and if such charges are metered and other utilities (collectivelynot determined until after the Closing Date, the “Utilities”)they will, Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately based upon rates in effect prior to the Apportionment Closing Date, be prorated on a per diem basis. Seller shall be responsible If there are transferable security deposits for all charges based on such final meter readingutilities and/or fuel oil, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted pay to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Closing Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) an amount equal to such security deposits not returned to Seller and fifty percent (50%) Seller shall assign its right, title and interest in such deposits to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid E. All charges and fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser)franchises, and permits, telephone equipment, telephone rental, or other items, if any, and to the extent they are legally transferable, on the rights basis of the periods of such licenses, franchises and permits. F. Unused service and supplies based upon Seller's cost for the same, including sales tax. G. Payments and charges relating to such prepaid fees or the maintenance, operating and other charges are assigned by Seller service contracts (herein, the "Service Contracts") set forth on Exhibit F annexed hereto and made a part hereof. H. Tenants' security deposits pursuant to Purchaser at Closing; andSection 11.B of this agreement. (ii) transferable deposits with companies providing UtilitiesI. Locater fees, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Apportionments. The following apportionments apportionments, calculated as of the close of business on the day prior to the Closing Date, shall be made between Seller and Purchaser as of 11:59 p.m. local time the parties at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”).Closing: (a) Amounts paid or payable under the Leases, under any new leases executed after the date of this Agreement pursuant Rents received by Seller prior to the provisions hereof Closing Date which are allocable to periods prior to and under all Operating Agreements. At the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after including the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent retained by Seller. Rents which are allocable to periods prior to and including the Closing Date which have been forgiven in return for the Property, tenant's delivery of a promissory note or notes to Seller shall deliver to Purchaser any such rent relating be treated as principal and interest owed to the date Seller and shall be retained by the Seller if as and when received. Buyer shall receive a credit for the per diem value of rents received by Seller prior to the Closing and any period thereafter within fifteen (15) days Date which are allocable to periods after the receipt thereofClosing Date. Rents which are in arrears at Closing shall be applied and apportioned, if, as, and when collected by Buyer or Seller (bnet of reasonable third-party collection costs, if any), and shall be applied in the following order of priority: (i) if Purchaser collects to the month in which the Closing occurred; (ii) then to the month preceding the month in which the Closing occurred; (iii) then to any unpaid month or delinquent months following the month in which the Closing occurred with respect to which rent from the Property, Purchaser shall deliver to Seller any such rent relating is due at time or receipt; and (iv) then to the period prior to the date of month preceding the month in which the Closing within fifteen (15) days after the receipt thereofoccurred. Seller and Purchaser agree that all rent If any payments from a tenant received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as are payable to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenantsBuyer by reason of this Subsection, Seller shall credit then the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing appropriate sum shall be applied as designated by the tenant and if the tenant does not designate, first promptly paid to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modificationsBuyer. (b) Rental If any tenants are required to pay percentage rent, escalation charges for real estate taxes, operating expenses, cost-of-living adjustments or other charges of a similar nature ("Additional Rent") and any Additional Rent is collected by Buyer or Seller which is attributable in whole or in part to any period during which the respective party did not own the Property, such party shall promptly pay to the other party the other party's proportionate share thereof, less a proportionate share of any reasonable attorney's fees, costs and expenses of collection thereof, which obligation shall survive the Closing. Additional rents shall be apportioned as when and to the extent actually collected on a pro rata basis as of the Closing Date on the basis of the period for which payable under the Ground applicable Lease and apportioned on the basis of the actual number of days in such period. If as a result of any reconciliation of any payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10made by tenants for any such items of expense, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied Buyer is obligated to remit to tenants or credit to any tenant any amounts relating to a period prior to the Hotel pursuant Closing Date, Seller shall promptly remit to Buyer any such amount paid by Buyer, which obligation shall survive the 3rd Amendment to the Ground Lease)Closing. (c) Tour agents’ Cash security deposits made by tenants under Leases shall be retained by Seller, with Buyer to receive a credit for the amount thereof. Any discrepancy between the amount credited to Buyer at Closing and travel agents’ commissions with respect the amount required to be held by the Hotellandlord under the applicable lease as of the Closing Date shall be reconciled between Buyer and Seller within a period of thirty-six (36) months after the Closing Date. Security deposits consisting of letters of credit or other property shall be transferred to Buyer upon delivery of a receipt therefor. (d) General Prepaid and accrued operating expenses including real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, water charges, sewer rents and vault charges shall be apportioned on a per diem basis between Buyer and Seller using the most recent assessment, invoice, meter reading or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occursbilling. If the Closing shall occur before the actual Taxes payable during the year of Closing are knowncurrent tax rate or valuation is fixed, the apportionment of Taxes taxes at the Closing shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes rate for the preceding year (after any appeal of period applied to the latest assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and valuation. Promptly after the date that new rate and valuation are fixed, the final invoices for apportionment of taxes for shall be recomputed Real estate tax refunds and credits received after the Property for Closing which are attributable to the fiscal tax year in during which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as Buyer, after deducting the costs of collection thereof, pursuant to this Section. Buyer and Seller will be responsible for reconciling any such refunds and credits with tenants pursuant to the Hotel terms of tenant leases that were in this Section 4.5 effect during the period of Buyer's and Seller's ownership of the Property, respectively. With respect to the real estate tax appeal captioned "The Dock, Inc. v. Town of Stratford Board of Assessment Appeals and Town of Stratford", Docket Number CV 01-0383289S concerning the valuation of the Property as of October 1, 2000, any refund of tax shall be preparedreceived by Seller and shall be apportioned by Seller and shared by Buyer, net of costs of appeal and protest, based on their respective shares in which they paid or bore financial responsibility for real estate taxes paid pursuant to bills issued beginning on July 1, 2001 and ending on January 1, 2005. Any credit against tax which is obtained shall be received by Seller but shall be assigned to Buyer upon receipt and shall be utilized by Buyer against the extent applicable, in accordance with installment of real estate taxes coming due immediately following the current edition issuance of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted credit by the American Hotel Association of the United States and Canada.Town of

Apportionments. The following apportionments shall be made between Seller and Purchaser as of 11:59 p.m. local time at the Property, on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under The following shall be apportioned between Sellers and Purchaser and shall be prorated as of midnight of the Leases, under any new leases executed after the date of this Agreement pursuant to the provisions hereof and under all Operating Agreements. At day preceding the Closing, Seller shall either deliver to Purchaser any security deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the amount of such security deposits (to the extent such security deposits are not applied against delinquent rentals or otherwise as provided in the Leases). Unpaid and delinquent rent under the Leases collected by Seller or Purchaser after the Closing Date shall be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating to the date of Closing and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating to the period prior to the date of Closing within fifteen (15) days after the receipt thereof. Seller and Purchaser agree that all rent received by Seller or Purchaser after the date of Closing shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator of which is the number of days which have elapsed in the Applicable Period prior to the date of Closing and the denominator of which is the total number of days in the Applicable Period. With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”) which : (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing and for which Purchaser bills subsequent to closing (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller an amount equal to that portion of Pass Through Expenses which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods after the Closing or if Seller has collected and not expended monies for obligations as to Pass Through Expenses as to which Purchaser would be liable or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing shall be applied as designated by the tenant and if the tenant does not designate, first to current Pass Through Expenses and then to delinquent Pass Through Expenses, if any, in the inverse order of maturity. Purchaser hereby assumes responsibility for the payment of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, sewer rents and charges and other state, county and municipal taxes, charges and assessments affecting Hospitality Units or any other governmental tax portion thereof or charge levied any Related Business or assessed against any portion thereof, on the Property (collectivelybasis of the fiscal year for which the same are levied, the “Taxes”), relating to the Property and payable during the year in which Closing occursimposed or assessed. If the Closing rate or amount of any such taxes, rents, charges, or assessments shall occur before not be fixed prior to the actual Taxes payable during the year of Closing are knownClosing, the apportionment of Taxes adjustments thereof at the Closing shall be upon the basis of the rate for the preceding fiscal year applied to the latest available tax rates assessed valuation (or other applicable basis of valuation), except for real estate and assessed value personal property taxes which will be calculated on the same basis and then increased by two percent (2%); (ii) charges for water, electricity, gas, oil, steam, telephone and other utilities at Hospitality Units. If the consumption of any of the Propertyforegoing is measured by meters, provided thatPurchaser shall furnish a current reading of each meter, or, if the Taxes bills for any of the foregoing have not been issued prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the year of Closing are thereafter determined to prior period for which bills were issued and shall be more or less than further adjusted when the Taxes bills for the preceding year current period are issued. Sellers shall cooperate with Purchaser to effect the transfer of utility accounts from Sellers to Purchaser without any interruption in service; (after any appeal iii) charges under Service Agreements, Third Party Contracts and Intercompany Contracts which Purchaser has assumed pursuant to this Agreement; (iv) wages, salaries, vacation pay, sick leave, bonus and other employee benefits for those of Sellers' employees hired by Purchaser in connection with the operation and maintenance of Hospitality Units or the operation of the assessed valuation thereof is concluded), Seller and Related Businesses; and (v) if Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued shall elect to accept any transferable Insurance Policies maintained by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest Sellers with respect to Hospitality Units or the Related Businesses, the premiums payable thereon. (b) The gross revenue, including all taxes, produced by any of Hospitality Units or any portion the Related Businesses prior to midnight of the Taxes for day preceding the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be and remain the property of Seller, and any refund relating to the year in which Closing occurs Sellers; all other gross revenue shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be become the property of Purchaser. (g) Seller shall receive full reimbursement from . Purchaser at Closing will honor, for each of the following items: (i) prepaid fees or other charges for transferable licensesPurchaser's account, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.all

Apportionments. 4.1 The following apportionments parties shall co-operate and provide all assistance reasonably required to deal with apportionments. 4.2 Without prejudice to the generality of clause 4.1: 4.2.1 all charges and outgoings relating to those items paid or payable in respect of the Services including, without limitation, rents, rates, water and other periodic outgoings gas, electricity and telephone charges and liabilities in respect of salaries, wages and other remuneration, national insurance, income tax deductible under PAYE, pension and other statutory contributions which relate to a period commencing before or on and ending after the Completion Date shall be made between Seller apportioned on a time basis (save that the charges and Purchaser outgoings specifically referable to the extent of use of any property or rights shall be apportioned according to the extent of such use) so that such part of such charges and outgoings as is attributable to the period ending on the Completion Date, shall be borne by the Council and each part of 11:59 p.m. local time at such charges and outgoings as is attributable to the Property, period commencing on the day immediately preceding the Closing Date (the “Apportionment Date”). (a) Amounts paid or payable under the Leases, under any new leases executed after the date Completion Date, shall be borne by the Trust; and 4.2.2 such part of this Agreement pursuant any discounts, rebates and other sums received or receivable in respect of the Services which relates to a period commencing before and ending on the provisions hereof Completion Date, shall be for the benefit of the Council and under all Operating Agreements. At such part of any discounts, rebates and other sums receivable in respect of the Closing, Seller Services which relates to a period commencing on the day immediately after the Completion Date shall either deliver to Purchaser any security deposits actually held by Seller pursuant to be for the Leases or credit to benefit of the account of Purchaser the amount of such security deposits (Trust and to the extent such security deposits are not applied against delinquent rentals that they relate to a period commencing on or otherwise as provided in the Leases). Unpaid before and delinquent rent under the Leases collected by Seller or Purchaser ending after the Closing Completion Date shall be delivered as follows: apportioned on a time basis (a) if Seller collects any unpaid or delinquent rent for the Property, Seller shall deliver to Purchaser any such rent relating save that all receipts and receivables specifically referable to the date extent of Closing the use of any property or rights shall be apportioned according to the extent of such use) so that such part of such receipts and any period thereafter within fifteen (15) days after the receipt thereof, and (b) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser shall deliver to Seller any such rent relating receivables as are attributable to the period prior ending on the Completion Date shall be for the benefit of the Council and such part of such receipts and receivables as are attributable to the period commencing on the date of Closing within fifteen (15) days immediately after the receipt thereof. Seller Completion Date shall be for the benefit of the Trust. 4.3 The Council shall prepare a Schedule of Apportionment of items referred to in Clauses 4.2.1 and Purchaser 4.2.2 within [three] months of the Completion Date or such longer period as the parties, acting reasonably, agree. 4.4 The parties shall act in good faith to agree the Schedule of Apportionments. 4.5 Within one month or such longer period as the parties, acting reasonably, may agree of agreeing the Schedule of Apportionment, the net amount payable by one party to the other in accordance with this Clause shall be paid by that all rent party to the other. 4.6 In the event of default of agreement between the parties as to the Schedule of Apportionment the matter shall be referred by way of joint application by the parties to an independent accountant nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales. 4.7 In addition to any apportionments: 4.7.1 where any product or service is to be provided by the Trust under any contract after the Completion Date but any payment (whether by way of deposit prepayment or otherwise) in respect of the price or cost of it has been received by Seller or Purchaser after the date of Closing Council before the Completion Date and this shall be applied first to current rentals and then to delinquent rentals, if any, in inverse order of maturity. Purchaser will make a good faith effort after Closing to collect all rents in the usual course of Purchaser’s operation of the Property, include but Purchaser will not be obligated limited to institute any lawsuit or other collection procedures to collect delinquent rents. With respect to percentage rents based upon gross sales or other income generated by pre-paid and unexpired memberships the business of a tenant located on the Property during a specified period of time (the “Applicable Period”), Purchaser shall, upon collection of such percentage rent, remit to Seller Council shall pay an amount equal to the product obtained by multiplying the percentage rent so collected by a fraction, the numerator amount of that payment which is the number of days which have elapsed in the Applicable Period prior related to the date period after the Completion Date (excluding any amount in respect of Closing and VAT for which the denominator of which Council is the total number of days in the Applicable Period. With respect required to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Lease (the “Pass Through Expenses”account) which (i) have been billed by Seller to tenants prior to Closing but which have not been collected or (ii) which have not been billed to tenants by Seller prior to Closing and relate to periods prior to the Closing Trust and shall hold such sum in trust for which Purchaser bills subsequent the Trust until it is paid; 4.7.2 where any product or service is to closing be provided to the Trust under any contract after Completion Date but any payment (Purchaser hereby agreeing to so ▇▇▇▇ on Seller’s behalf), Purchaser whether by way of deposit prepayment or otherwise) in respect of the price or cost of it has been made by the Council before the Completion Date the Trust shall in accordance with each such tenant’s lease and upon collection of same, remit to Seller pay an amount equal to the amount of that portion payment (excluding any amount in respect of Pass Through Expenses VAT) to the Council and shall hold such sum in Trust for the Council until it is paid; 4.7.3 all money or other items belonging to the Trust which accrued prior to Closing. If Seller has billed and collected Pass Through Expenses which relate to periods are received by the Council on or after the Closing Completion Date in connection with the Services shall be held in trust for the Trust and shall be paid promptly to the Trust; 4.7.4 all money or if Seller has collected and not expended monies for obligations as other items belonging to Pass Through Expenses as to the Council which Purchaser would be liable are received by the Trust on or would be obligated to refund to tenants, Seller shall credit the same to Purchaser at Closing. Any Pass Through Expenses collected by Purchaser after the Closing Completion Date in connection with the Services shall be applied as designated by held in trust for the tenant Council and if shall be paid promptly to the tenant does not designate, first Council; 4.7.5 without prejudice to current Pass Through Expenses and then to delinquent Pass Through Expenses, if anythe generality of the above, in the inverse order of maturity. Purchaser hereby assumes responsibility event that the Council acts as the Trust’s agent for the payment collection of any unpaid leasing commissions and tenant inducement costs with respect to any new Leases or Lease renewal or modification approved (or deemed approved) direct debit memberships following the Completion Date, all such income received by Purchaser pursuant to Section 5.4(c) below from and after the Effective Date. Seller Council shall be responsible for payment of and shall credit Purchaser at Closing with any unpaid leasing commissions and tenant inducement costs with respect belong to the current terms of the Leases at the Property other than such approved new Leases or renewals or modifications. (b) Rental under the Ground Lease Trust and payments due into the Basin Management Fund (as defined in that certain Recreational Land Use Agreement dated June 10, 1985, by and between the United States acting through the Bureau of Reclamation and the City of Scottsdale, Arizona, as amended, and applied to the Hotel pursuant to the 3rd Amendment to the Ground Lease). (c) Tour agents’ and travel agents’ commissions with respect to the Hotel. (d) General real estate taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Property (collectively, the “Taxes”), relating to the Property and payable during the year in which Closing occurs. If the Closing shall occur before the actual Taxes payable during the year of Closing are known, the apportionment of Taxes shall be upon the basis of the latest available tax rates and assessed value of the Property, provided that, if the Taxes for the year of Closing are thereafter determined to be more or less than the Taxes for the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than the date that is thirty (30) days from and after the date that the final invoices for taxes for the Property for the year in which the Closing occurs are issued by the applicable taxing authority, except in the case of an ongoing tax protest) shall adjust the proration of such Taxes, and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment. Further, if Seller or Purchaser undertakes a tax protest with respect to all or any portion of the Taxes for the year in which Closing occurs or Seller does so with respect to any previous year, any refund relating to any previous year shall be the property of Seller, and any refund relating to the year in which Closing occurs shall be prorated as of the Apportionment Date, subject in each case to payment of any of such refunds as are due to Tenants under the Leases. All Taxes assessed for periods after the date of Closing shall be paid by Purchaser. (e) With respect to electricity, telephone, television, cable television, gas, water and sewer services that are metered and other utilities (collectively, the “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior promptly to the Apportionment Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be pro rated as of the Apportionment Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual per diem rate for the billing period in which the date of Closing falls, and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustmentTrust. (f) Room charges, room service charges, valet, telephone and similar charges as to the Hotel for the night commencing on the Apportionment Date and ending on the morning of the date of Closing shall be apportioned fifty percent (50%) to Seller and fifty percent (50%) to Purchaser. Dinner and bar charges for the evening of the Apportionment Date shall be the property of Seller. Breakfast charges for the morning of the date of Closing shall be the property of Purchaser. (g) Seller shall receive full reimbursement from Purchaser at Closing for each of the following items: (i) prepaid fees or other charges for transferable licenses, advertising expenses (but only to the extent such expenses relate to advertising reasonably useable by Purchaser), permits, telephone equipment, telephone rental, or other items, if any, to the extent the rights to such prepaid fees or other charges are assigned by Seller to Purchaser at Closing; and (ii) transferable deposits with companies providing Utilities, if any, to the extent the rights to such transferable deposits are assigned by Seller to Purchaser at Closing. (h) Amounts prepaid or payable under any Operating Agreements. (i) Such other items as are customarily provided and adjusted in the sale of a hotel (including, without limitation, promotional items and trade advertising due bills to the extent such expenses relate to advertising reasonably useable by Purchaser) shall be apportioned between Seller and Purchaser). (j) The apportionments as to the Hotel in this Section 4.5 shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.