Common use of Apportionments Clause in Contracts

Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §12.03); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.

Apportionments. 12.01. The following apportionments shall be made between the parties at on the Closing Date as of the close of the business on the day prior to the Closing DateDate and the net amount of such prorations and apportionments shall be settled in accordance with the provisions of Section 12.04: (a) prepaid rents and Additional Rents (as defined in §12.03)collected rent; (b) interest on the Existing Mortgage(s); (c) real estate and personal property taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the PremisesProperty, apportionment at on the Closing Date shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available; (c) principal and interest paid or payable under the Note; except to the extent such amounts are distributed as cash prior to Closing in accordance with the last paragraph of Section 12.01, the Transferor Partners shall receive a credit for any real estate tax, insurance and other escrows and reserves, if any, held by Lender as set forth in the Lender Estoppel Letter; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at charges or prior to the Closing;prepayments under transferable Service Contracts; and (e) value of fuel stored on all other income and expenses relating to the Premises, at the price then charged by Seller's supplierProperty, including without limitation, income from cable television services as are customarily adjusted in real estate transactions of this size and type in Baltimore, Maryland. If as of the Closing Date, any taxes; (f) charges under transferable Service Contracts items of income or permitted renewals expense attributable to the Property are not known or replacements thereof; (g) permitted administrative chargesavailable, if anythe parties agree to equitably apportion such items, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. so long as the same are identified within 90 days after the Closing. If the Closing Date shall occur before a new the applicable real estate or personal property tax rate is fixed, the apportionment of taxes at on the Closing Date shall be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any material errors or omissions in computing any apportionments at on the Closing Date shall be promptly corrected, which obligations obligation shall survive the Closing Date for a period of ninety (90) days after Closing. At least five (5) days prior to the Closing Date, the Transferor Agent and the BRI Partnership shall prepare and exchange preliminary calculations of all adjustments and prorations to be made pursuant to this Section 12. Transferor Agent and the BRI Partnership shall cooperate in the furnishing of all information and documentation necessary to prepare such calculations. Prior to Closing, the Transferor Agent shall deliver to the BRI Partnership the final Transferor Allocation Schedule (the "Transferor Allocation Schedule"), which shall be based upon the Preliminary Transferor Allocation Schedule, shall incorporate all adjustments and prorations to be made pursuant to Section 12, and shall set forth (i) the name of each Transferor Partner, (ii) the number of Unrestricted Distribution BRI Partnership Units to be received by each Transferor Partner, and (iii) the number of Restricted Distribution BRI Partnership Units to be received by each Transferor Partner. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transferor Allocation Schedule or the Transferor Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. All cash, including the escrow deposits set forth in Schedule C, shall be used by the Transferor Partnership to pay amounts payable by the Transferor Partnership and/or distributed to the Transferor Partners prior to the Closing, and if any of such cash applicable to pre-closing periods is not removed from the Transferor Partnership prior to Closing, the BRI Partnership shall hold such cash as agent for the Transferor Partners, and refund such cash to the Transferor Partners subsequent to Closing.

Apportionments. 12.01. The following apportionments shall be made between the parties at on the Closing Date as of the close of the business on the day prior to the Closing DateDate and the net amount of such prorations and apportionments shall be settled in accordance with Section 12.04: (a) prepaid rents and Additional Rents (as defined in §12.03)collected rent; (b) interest on the Existing Mortgage(s); (c) real estate and personal property taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the PremisesProperty, apportionment at on the Closing Date shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available; (c) principal and interest paid or payable under the Note; except to the extent such amounts are distributed as cash prior to Closing in accordance with the last paragraph of Section 12.01, the Transferor Partners shall receive a credit for any real estate tax, insurance and other escrows and reserves, if any, held by Lender as set forth in the Lender Estoppel Letter; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at charges or prior to the Closing;prepayments under transferable Service Contracts; and (e) value of fuel stored on all other income and expenses relating to the Premises, at the price then charged by Seller's supplierProperty, including without limitation, income from cable television services as are customarily adjusted in real estate transactions of this size and type in Baltimore, Maryland. If as of the Closing Date, any taxes; (f) charges under transferable Service Contracts items of income or permitted renewals expense attributable to the Property are not known or replacements thereof; (g) permitted administrative chargesavailable, if anythe parties agree to equitably apportion such items, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. so long as the same are identified within 90 days after the Closing. If the Closing Date shall occur before a new the applicable real estate or personal property tax rate is fixed, the apportionment of taxes at on the Closing Date shall be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any material errors or omissions in computing any apportionments at on the Closing Date shall be promptly corrected, which obligations obligation shall survive the Closing Date for a period of ninety (90) days after Closing. At least five (5) days prior to the Closing Date, the Transferor Agent and the BRI Partnership shall prepare and exchange preliminary calculations of all adjustments and prorations to be made pursuant to this Section 12. Transferor Agent and the BRI Partnership shall cooperate in the furnishing of all information and documentation necessary to prepare such calculations. Prior to Closing, the Transferor Agent shall deliver to the BRI Partnership the final Transfer Allocation Schedule (the "Transfer Allocation Schedule"), which shall be based upon the Preliminary Transfer Allocation Schedule, shall incorporate all adjustments and prorations to be made pursuant to Section 12 and shall set forth (i) the name of each Transferor Partner, (ii) the number of Unrestricted Distribution BRI Partnership Units to be received by each Transferor Partner, and (iii) the number of the Restricted Distribution BRI Partnership Units to be received by each Transferor Partner. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transferor Allocation Schedule or the Transfer Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Partners and the Transferor Partners hereby release the BRI Partnership from any such obligation or liability. All cash (including the escrow deposits set forth on Schedule C) shall be used by the Transferor Partnership to pay amounts payable by the Transferor Partnership and/or distributed to the Transferor Partners prior to Closing, and if any of such cash applicable to pre-closing periods is not removed from the Transferor Partnership prior to Closing, the BRI Partnership shall hold such cash as agent for the Transferor Partners, and refund such cash to the Transferor Partners subsequent to Closing.

Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §12.03); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.

Apportionments. 12.01. The following apportionments shall be made between the parties at on the Closing Date as of the close of the business on the day prior to the Closing DateDate and, the net amount of such prorations and apportionments shall be paid in cash at Closing by the party owing such amount to the other party unless the Transferor Members have made an election to receive BRI Partnership Units, in which event such proration and apportionments shall be settled in accordance with Section 12.04: (a) prepaid rents and Additional Rents (as defined in §12.03)collected rent; (b) interest on the Existing Mortgage(s); (c) real estate and personal property taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the PremisesProperty, apportionment at on the Closing Date shall be based on the last available reading, subject to adjustment after the Closing on a per diem basis, when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (fc) charges or prepayments under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if anyContracts; and (kd) all other income and expenses relating to the Property, including without limitation, income from cable television services as are customarily adjusted in real estate transactions of this size and type in Baltimore, Maryland. If as of the Closing Date, any other items listed in Schedule D. of income or expense attributable to the Property are not known or available, the parties agree to equitably apportion such items, so long as the same are identified within 90 days after the Closing. If the Closing Date shall occur before a new the applicable real estate or personal property tax rate is fixed, the apportionment of taxes at on the Closing Date shall be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any material errors or omissions in computing any apportionments at on the Closing Date shall be promptly corrected, which obligations obligation shall survive the Closing Date for a period of ninety (90) days after Closing. At least five (5) days prior to the Closing Date, the Transferor Members and the BRI Partnership shall prepare and exchange preliminary calculations of all adjustments and prorations to be made pursuant to this Section 12. The Transferor Members and the BRI Partnership shall cooperate in the furnishing of all information and documentation necessary to prepare such calculations. If the Transferor Members have elected to receive BRI Partnership Units pursuant to Section 2.02, then prior to Closing, the Transferor Members shall deliver to the BRI Partnership the final Transfer Allocation Schedule (the "Transfer Allocation Schedule"), which shall be based upon the Preliminary Transfer Allocation Schedule, shall incorporate all adjustments and prorations to be made pursuant to Section 12 and shall set forth (i) the name of each Transferor Member, and (ii) the number of BRI Partnership Units to be received by each Transferor Member. The BRI Partnership shall have no obligation or liability with respect to the preparation or accuracy of the Preliminary Transferor Allocation Schedule or the Transfer Allocation Schedule or the distribution of the BRI Partnership Units or the BRI Additional Payment, if applicable, to the Transferor Members and the Transferor Members hereby release the BRI Partnership from any such obligation or liability. Subject to Section 12.04, all cash (including any escrow deposits) shall be used by the Transferor Company to pay amounts payable by the Transferor Company and/or distributed to the Transferor Members prior to Closing, and if any of such cash applicable to preclosing periods is not removed from the Transferor Company prior to Closing, the BRI Partnership shall hold such cash as agent for the Transferor Members and refund such cash to the Transferor Members subsequent to Closing.

Apportionments. 12.01. (a) The following apportionments shall be made apportioned and/or addressed between the parties Seller and Purchaser at the Closing as of the close 11:59 p.m. of business on the day prior to preceding the Closing Date:Date (the “Cut-Off Time”): (ai) prepaid rents and Additional Rents (as defined in §12.03); (b) interest on the Existing Mortgage(s); (c) real estate taxesProperty Taxes, assessments billed together with Property Taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period years, respectively, for which same have been assessed; (ii) charges and payments under the Contracts or permitted renewals or replacements thereof assumed by Purchaser; (iii) any prepaid items, except that if there is a water meter on the Premisesincluding, apportionment without limitation, fees for Licenses which are transferred to Purchaser at the Closing shall be based and annual permit and inspection fees; (iv) utilities, including, without limitation, telephone, steam, electricity and gas, on the last available readingbasis of the most recently issued bills therefor, subject to adjustment after the Closing when the next reading is bills are available, or if current meter readings are available, on the basis of such readings; (dv) wages, vacation pay, pension and welfare benefits deposits with telephone and other fringe benefits of all utility companies, and any other persons employed or entities who supply goods or services in connection with Property if same are assigned to Purchaser at the Premises whose employment was not terminated at or prior Closing, which shall be credited in their entirety to the ClosingSeller; (evi) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) trade association dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02and trade subscriptions, if any; and (kvii) any such other items listed as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in Schedule D. the jurisdiction in which the Property is located. (b) If the Closing shall occur before a new tax Property Tax rate is fixed, the apportionment of taxes Property Taxes at the Closing shall be upon the basis of the old tax rate for the preceding period fiscal year applied to the latest assessed valuation. Promptly . (c) At Closing, Purchaser shall purchase all unopened food and beverage inventory from Seller at Seller’s actual cost. (d) If as of the Closing Date the Property or any part thereof shall be affected by any assessment or assessments other than Property Taxes, which are or may become payable in installments, but which are not included on the Property Tax b▇▇▇, of which the first installment is a charge or lien, then (A) Seller shall be obligated to pay all installments of any such assessment which are due and payable prior to the Closing Date, and (B) for the purposes of this Agreement, all the unpaid installments of any such assessment which are to become due and payable on or after the new tax rate is fixedClosing Date shall not be deemed to be liens upon Property and the payment thereof shall be assumed by Purchaser without abatement of the Purchase Price. (e) Effective as of the Closing Date, Seller shall (or cause Manager to) terminate Seller’s employer/employee relationship, if any, with all persons employed (the “Hotel Employees”) at the Property (and wages of such employees working as of the Cut-Off Time will be prorated as of the end of their respective 8-hour shifts with all such wages before the Cut-Off Time for account of Seller and all wages from and after the Cut-Off Time for account of Purchaser). As of the Closing Date, Purchaser will hire or will cause its manager to hire a sufficient number of the Hotel Employees to prevent from occurring an event requiring notice under the Worker Adjustment and Retraining Notification Act (29 U.S.C. 2101 et seq.) or similar state or local statutes, if any (collectively, “WARN”). Purchaser agrees to be responsible for and hereby indemnifies and agrees to hold Seller, Manager and their affiliates harmless from and against claims and liabilities arising from violations by Purchaser of its obligations hereunder that create any liability under WARN. (f) At Closing, Seller shall provide, or shall cause the Manager to provide, Purchaser with a schedule (the “Seller’s Accounts Receivable Schedule”) of all guest room, food, beverage and other charges (including, without limitation, telephone and other items charged to transient guests, parking charges, revenues arising from telephone booths, coin-operated laundry equipment, vending machines and games, check rooms, and any and all other charges and revenues relating to goods and services provided by Seller or Manager in connection with Property) owing to Seller for services rendered and any payments due or payable or credits receivable with respect to the operation of Property for any period prior to the Closing Date (collectively “Seller’s Accounts Receivable”). Purchaser shall purchase all of Seller’s Accounts Receivable from Seller that are no older than thirty (30) days past due at Closing. Purchaser shall use reasonable efforts to collect Seller’s Accounts Receivable that were more than thirty (30) days past due as of the Closing Date on behalf of Seller (without any obligation on the part of Purchaser to (i) undertake litigation to collect such amounts due to Seller or (ii) expend funds), and Purchaser shall deliver to Seller, in accordance with this Section 1.4, any collected accounts receivable that belong to Seller. Purchaser’s repayment obligations set forth in this Section shall survive Closing for a period of six (6) months. (g) All deposits or advances from guests or others on account of advance bookings or reservations, and prepaid commissions received by Seller (or the Manager) from credit and referral organizations, for periods from and after the Closing Date (collectively, the apportionment of taxes “Advance Booking Deposits”) shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments turned over to Purchaser at Closing and Purchaser agrees to honor the bookings related thereto and related to the Hotel after Closing. (h) With respect to the following items, all such items accruing prior to 12:01 AM on the Closing Date shall belong to Seller, and all such items accruing from and after 12:01 AM on the Closing Date shall belong to Purchaser: (i) charges to transient guests for rooms, food, beverage, telephone and other charges (it being the intent that Seller retains the final night room revenue); (ii) revenues, if any, arising from telephone booths, vending machines (including coin-operated laundry equipment) and check rooms; and (iii) such other items as are customarily treated in this manner upon the sale of similar hotel businesses (except as otherwise specifically provided herein). (i) As of the Cut-Off Time, Seller and Purchaser shall determine the amount of all cash on hand money then held in connection with the operation of the hotel at Property for use as house banks, and all other cash, cash equivalents, deposits and accounts relating to the operation of the Hotel, whether in the possession of Seller or Manager, and (except as to Advance Booking Deposits) the aggregate amount thereof shall be promptly correctedpurchased by Purchaser. (j) Subject to Purchaser’s obligation pursuant to Section 1.4(c) above, which obligations Seller shall be responsible for payments of amounts owing to third parties in respect of inventory and supplies ordered by Seller in respect of the Property prior to the Closing Date to the extent such items have been delivered to the Property prior to the Closing Date. To the extent the same are delivered to the Property on or after the Closing Date, Purchaser shall be responsible for payment of the same. (k) Purchaser, at Purchaser’s sole expense, shall be responsible for the transfer or acquisition of accounts and licenses (including liquor licenses, if transferable) regarding the Property, and the establishment of all utility services to the Property, in the name of Purchaser as of Closing. Such transfers or acquisitions shall not be a condition or requirement of Closing. (l) Purchaser shall be credited, in the form of a decrease in Purchase Price, an amount equal to the product of (i) the face value gift certificates sold, but not redeemed as of the Closing times (ii) ninety percent (90%). (m) The provisions of this Section 1.4 shall survive the Closing.

Apportionments. 12.01. (a) The following apportionments shall be made apportioned between Purchaser and Owner as of 11:59 p.m. on the parties at day immediately preceding the Closing Date (the "Apportionment Date") on the basis of the actual number of days of the month which shall have elapsed as of the close Closing Date and based upon the actual number of days in the month and a 365 day year, and reflected on a closing statement (the "Closing Statement") to be agreed upon by Purchaser and Owner and executed at Closing: (i) subject to Section 7(b), prepaid rents, fixed rents and additional rents payable pursuant to the Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and percentage rent, if any, payable under the Leases) (collectively, "Rents") and all other revenue or income derived with respect to the Property, all on an if, as and when collected basis; (ii) real estate 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 Property (collectively, "Property Taxes"), on the day basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Section 7(c); (iii) fuel, if any, as reasonably estimated by Owner's supplier, at Owner's cost, together with any sales taxes payable in connection therewith, if any (a letter from Owner's fuel supplier shall be conclusive evidence as to the quantity of fuel on hand and Owner's cost therefor); (iv) prepaid fees, if any, for licenses and other permits which will be transferred by Owner to Purchaser on the Closing Date; (v) any amounts prepaid or payable by Owner under the Contracts in effect as of the Closing Date; (vi) business improvement district dues, if any; (vii) such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the City, County and State of New York. (i) Monthly base rents (collectively, "Base Rents") under the Leases shall be adjusted and prorated on an if, as and when collected basis. Base Rents collected after the Closing Date from tenants who owe Base Rents for periods prior to the Closing Date:, shall be applied, (A) first, in payment of Base Rents for the month in which received; (B) second, in payment of Base Rents for the month in which the Closing Date occurs; (C) third, in payment of Base Rents for any period after Closing Date for which Base Rent has not been paid; and (D) fourth, in payment of Base Rents for the periods prior to the Closing Date. Each such amount, less reasonable collection costs, shall be adjusted and prorated as provided above and the party receiving such amount shall, within ten (10) business days, pay to the party entitled thereto the portion thereof to which it is entitled. (aii) prepaid rents Purchaser will use commercially reasonable efforts, from and after the Closing, to demand payment of and collect rent and Additional Rents Rent (as defined hereinafter defined) arrearages owed to Owner by any tenant for the benefit of Owner. Owner will have the right, after the Closing, to pursue any remedies against such tenants; provided, however, that Owner will not have the right to seek eviction of any tenant or otherwise commence any litigation against any tenant. Owner shall not compromise, waive or settle any claim against a tenant with respect to rent and Additional Rent arrearages in §12.03);respect of any period prior to the Closing without the prior written consent of Purchaser. (biii) interest With respect to any Lease that provides for the payment of additional or escalation rent based upon (A) a percentage of a tenant's gross sales during a specified annual or other period or (B) increases in real estate taxes, operating expenses, labor costs, cost of living indices or porter's wages (collectively, "Overage Rent"), such Overage R▇▇▇ ▇▇▇▇l be adjusted and prorated on an if, as and when collected basis. (iv) Subject to the other provisions of this Section 7, for any Overage Rent payable for an accounting period that expired prior to the Closing Date, but which shall be paid after the Closing Date, such entire amount shall belong to Owner and if Purchaser shall receive the same, Purchaser shall pay such amount (less reasonable collection costs) to Owner within ten (10) business days after receipt thereof. (v) Overage Rent payable for the accounting period in which the Closing Date occurs shall be apportioned between Purchaser and Owner 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, Owner receives any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sums shall be apportioned at the Closing Date. Any installments of Overage Rent attributable to Overage Rent for periods prior to the Closing Date, subject to the other provisions of this Section, shall belong to Owner and if Purchaser shall receive the same, Purchaser shall pay such amount (less reasonable collection costs) to Owner within ten (10) business days. (vi) Any payment by tenants of Overage Rent shall be applied to Overage Rents then due and payable in the following order of priority: (A) first, in payment of Overage Rents for the month in which received; (B) second, in payment of Overage Rents for the month in which the Closing Date occurs; (C) third, in payment of Overage Rents for any period after the Closing Date in which Overage Rents have not been paid; and (D) fourth, in payment of Overage Rents for the periods prior to the Closing Date. Each such amount, less reasonable collection costs, shall be adjusted and prorated as provided above and the party receiving such amount shall, within ten (10) business days, pay to the party entitled thereto the portion thereof to which it is entitled. (vii) Subject to the payment priority set forth in clause (vi) above, to the extent any portion of Overage Rent is required to be paid monthly by tenants 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 tenants, then such portion of the Overage Rent shall be prorated between Purchaser and Owner on the Existing Mortgage(sClosing Date based on such estimated payments (i.e., with (x) Owner 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 Owner for such periods, (y) Owner and Purchaser apportioning all monthly installments of such amounts with respect to the calendar month in which the Closing Date occurs and (z) Purchaser entitled to all monthly installments after the Closing. The parties shall make final reconciliation of such estimates pursuant to the provisions of Section 7(i) below. (viii) To the extent that any tenant, pursuant to a right contained in an existing tenant lease, conducts an audit prior to December 26, 2002 respecting any Overage Rent or Additional Rent calculation (a "Rent Audit") for an accounting period that expires prior to the Closing Date, or otherwise becomes entitled to a refund of Overage Rent or Additional Rent with respect to a period that expires prior to or includes the Closing Date, Owner shall be liable for its prorated share of any refunds due to such tenant or be the recipient of any additional payments due by such tenant as the result of such Rent Audit (and will bear all costs relating to the Rent Audit which are the responsibility of the landlord under the lease in question (or a pro-rata share thereof if also covering subsequent periods including any period in which the Closing occurs);). As an example, if the landlord is required to reimburse a tenant for an audit covering only the operating expenses for the operating year before the Closing, that obligation shall be solely Owner's, but if the audit covers both the operating year before the Closing and the operating year in which the Closing occurs, such audit cost shall first be split between the two years based on the relative dollar amount to be repaid to the tenant for each such year, with Owner bearing all of the costs allocated to the pre-closing operating year, and then the amount allocated to the year in which the Closing occurs shall be apportioned between Owner and Purchaser based on the ownership of the Property during such operating year. The results of any Rent Audit for any accounting period in which the Closing Date occurs shall be apportioned in the same manner as Overage Rent. Rent Audits for accounting periods commencing after the Closing Date shall each be settled by Purchaser in accordance with the applicable existing Lease. Any amounts required to be paid by Owner under this paragraph (viii) shall be paid on or before December 26, 2002. (ix) To the extent that any amounts are paid or payable by a tenant under a 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 tenants pay items of Rent which are not Base Rents or Overage Rents, such as charges for electricity, steam, water, cleaning, overtime services, sundry charges or other charges of a similar nature (collectively, "Additional Rent"), such rent shall be applied based on the period covered by such Additional Rent charge (i.e., the period the applicable work, utility or service was provided). If the period to which a payment of Additional Rent applies cannot reasonably be determined based on the context of such payment, then such Additional Rent shall be applied to the period(s) determined in accordance with paragraph (i) above in the same order of priority as Base Rent. For any Additional Rent payable for a period that expired prior to the Closing Date, but which shall be paid after the Closing Date, the entire amount thereof shall belong to Owner and if Purchaser shall receive the same, Purchaser will pay such amount to Owner within ten (10) business days. Additional Rent payable for the period in which the Closing Date occurs shall be apportioned between Owner and Purchaser based upon the same method used to apportion the underlying expense being billed to such tenant, or if such expense is not being apportioned, then based upon the ratio that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period. (xi) To the extent any payment received from a tenant after the Closing does not indicate whether the payment is for an item of Base Rent, Overage Rent or Additional Rent, and the same can not be clearly determined from the context of such payment (e.g., it is accompanied by an invoice for an item of Base Rent, Overage Rent or Additional Rent in such amount), 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, (y) second to payment of any Additional Rent then due or delinquent, in accordance with paragraph (x) above and (z) third to any Overage Rent then due or delinquent, in accordance with paragraphs (iv)-(ix) above. (c) real estate taxes, water charges, sewer rents and vault charges, if any, Property Taxes shall be apportioned on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. . If the Closing Date shall occur either before an assessment is made or a new tax rate is fixedfixed for the tax period in which the Closing Date occurs, the apportionment of taxes such Property Taxes based thereon shall be made at the Closing shall be upon Date by applying the basis of the old tax rate for the preceding period applied year to the latest assessed valuation. Promptly , but, promptly after the new assessment and/or tax rate is for the current year are fixed, the apportionment of taxes thereof shall be recomputedrecalculated and Owner or Purchaser, as the case may be, shall make an appropriate payment to the other within ten (10) business days based on such recalculation. If as of the Closing Date the Property or any portion thereof shall be affected by any special or general assessments which are or may become payable in installments of which the first installment is then a lien and has become payable, Owner shall only be responsible for the unpaid installments of such assessments which are due prior to the Closing Date and Purchaser shall pay such installments which are due on or after the Closing Date. (d) If there are water meters at the Property, the unfixed water rates and charges and sewer rents and taxes covered by meters, if any, shall be apportioned (i) on the basis of an actual reading done within two (2) days prior to the Apportionment Date, or (ii) if such reading has not been made, on the basis of the last available reading. If the 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 Owner shall deliver to Purchaser, or Purchaser shall deliver to Owner, as the case may be, the amount determined to be due upon such readjustment. (e) Owner will use commercially reasonable efforts to have meters for other utilities (not the responsibility of tenants) read on or just prior to the Closing Date. Charges for all electricity, steam, gas and other utility services (collectively, "Utilities") shall be for Owner's account up to the Apportionment Date and, from and after the Apportionment Date, all utilities shall be for Purchaser's account. Each 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 Owner shall promptly deliver to Purchaser, or Purchaser shall promptly deliver to Owner, as the case may be, the amount determined to be due upon such adjustment. (f) Purchaser shall have no right to receive any rental insurance proceeds which relate to the period prior to the Closing Date, all of which shall be the property of Owner. (g) With respect to all tax years prior to the tax year in which the Closing occurs, Purchaser shall be entitled to commence, continue and control the progress of, and shall be entitled to make all decisions with respect to, any proceeding or proceedings, whether or not now pending, for the reduction of the assessed valuation of the Property, and, in its sole discretion, to try or settle the same. Any discrepancy resulting from such recomputation proceeding or proceedings with respect to the tax year in which the Closing occurs, and any errors all decisions regarding the commencement, continuation, trial or omissions in computing apportionments at Closing settlement of such proceeding or proceedings, shall be promptly correctedcontrolled, which obligations shall survive subsequent to the Closing., by Purchaser. Each of Purchaser and Owner agrees to cooperate with the other in connection with the prosecution of any such proceedings and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to any other party to this Agreement, upon demand, of any relevant books and records, including receipted tax bills and cancelled checks used in payment of such taxes, the execution of any and all consents or other documents, and the taking of any act necessary for the collection of such refund by the requesting party. During its period of ownership, Owner has challenged the Property assessments for tax years 1990-1991 through 2001-2002 and has settled and received payment on account of tax years 1990/91 through 1996/97. All refunds or credits owed to any tenants presently in occupancy on a

Apportionments. 12.01. 11.1 The following apportionments items shall be made apportioned in accordance with the customs and practice of the Real Estate Board of New York (the “Closing Customs”). To the extent that the adjustment of any of the following is not addressed in the Closing Customs, then the same shall be apportioned between the parties at the Closing as of the close of business 11:59 P.M. on the day prior to immediately preceding the Closing Date: (a) prepaid rents rents, percentage rents, additional rents, escalation charges and Additional Rents other tenants’ charges (collectively, the “Rents”), as defined in §12.03)and when collected; (b) interest on revenues, if any, arising out of waste collection privileges, telephone booths, vending machines, submetering agreements and the Existing Mortgage(s)like; (c) real estate taxes, water charges, sewer rents taxes and vault chargesassessments, if any, on the basis of the fiscal period year for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wageswater meter and sewer rents, vacation payif any, pension unless same are the direct responsibility of Tenants under Leases in effect as of the Closing Date in which event Purchaser shall look solely to said Tenant(s) for payment of same and welfare benefits and other fringe benefits same shall not be deemed an objection to title (unfixed water meter charges, if any, shall be apportioned as reasonably estimated on the basis of all persons employed at the Premises whose employment was last meter reading, provided Seller shall obtain a current water meter reading not terminated at or prior to the Closing;more than thirty (30) days old) (e) value of fuel stored on the Premisesvault taxes or charges, at the price then charged by Seller's supplier, including any taxesif any; (f) charges for all utility services supplied to the Premises (including, without limitation, water, gas, steam and electricity) (other than utilities that are the direct responsibility of Tenants under transferable Service Contracts or permitted renewals or replacements thereofLeases in effect as of the Closing Date); (g) permitted administrative charges, if any, interest on tenants' tenant security deposits, to the extent permitted under applicable law; (h) dues common charges of the Condominiums with respect to rent stabilization associations, if any;the Premises; and (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02business improvement district charges, if any; and (k) any other items listed . To the extent that the same may be applicable, the foregoing apportionments shall be made in Schedule D. If accordance with the Closing Customs. 11.2 Real estate tax escalation charges payable by the Tenant(s) shall occur before a new tax rate be equitably prorated between Seller and Purchaser for the applicable period of time of ownership between Seller and Purchaser. 11.3 If any past due rentals are owing by any Tenant on the Closing Date, Seller is fixedentitled hereunder to all of said past due rentals. Purchaser and Seller agree that the first moneys received by Purchaser from the respective Tenants owing such past due rentals, net of the apportionment reasonable out-of-pocket costs of taxes collection, shall be applied in the following order of priority: (a) first to the month (or, in the case of tenant pass-throughs, such other applicable accounting period) in which the Closing occurred; (b) then to the then current month; (c) then to any month or months following the month in which the Closing occurred; (d) then to the month preceding the month in which the Closing occurred; and (e) then to the period prior to the month preceding the month in which the Closing occurred. All such monies received by Purchaser for such past due rentals shall be held in trust for Seller, and Purchaser agrees to remit forthwith to Seller the amount of such past due rentals to which Seller is entitled, as and when so collected. 11.4 In the event that any of the Tenants have deposited rent securities with Seller pursuant to the terms of their respective Leases (including letters of credit in lieu of cash security deposits), Seller will transfer and/or assign to Purchaser such security deposits together with originals of the letters of credit on the Closing Date. Seller shall not apply any portion of the security deposits listed on Schedule C against any Tenant default subsequent to the date of this Agreement unless the Tenant has vacated the Premises. 11.5 Purchaser shall reimburse Seller on the Closing Date for the cost of all fuel and reasonably useful and unopened supplies at the Premises as of the Closing Date. The amount of fuel shall be upon the basis determined by a fuel tank reading provided by seller’s fuel oil provider, dated within five (5) days of the old tax rate for Closing Date, and the preceding period applied price to latest assessed valuation. Promptly after be paid therefor is to be the new tax rate is fixedthen prevailing price charged by the vendor who supplied the same to the Premises (plus all applicable taxes thereon and shipping charges). 11.6 Seller represents that there are no certiorari proceedings currently pending. 11.7 Seller shall, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing, pay all processing fees and charges payable to the Condominiums (and/or their managing agent) in connection with this sale.

Apportionments. 12.01Section 11.1. The following apportionments shall be made apportioned between Seller and Purchaser as of 11:59 p.m. on the parties at day immediately preceding the Closing Date (the "Apportionment Date") on the basis of the actual number of days of the month which shall have elapsed as of the close Closing Date and based upon the actual number of business on days in the month and a 366 day prior to the Closing Dateyear: (a) 11.1.1 Subject to Section 11.2, prepaid rents and Additional Rents. 11.1.2 Rents (as defined in §12.03);collected by Seller covering the month of Closing. (b) interest on the Existing Mortgage(s); (c) real 11.1.3 Real estate taxes, water charges, sewer rents and taxes, water rates and charges (to the extent not accounted for pursuant to Section 11.1.1 above), vault chargescharges and taxes, if anybusiness improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Property or any part thereof (collectively, "Property Taxes"), on the basis of the fiscal period respective periods for which assessedeach is assessed or imposed, except that to be apportioned in accordance with Section 11.3. 11.1.4 Fuel, if there is a water meter on the Premisesany, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged as estimated by Seller's supplier, including at current cost, together with any taxes;sales taxes payable in connection therewith, if any (a letter from Seller's fuel supplier shall be conclusive evidence as to the quantity of fuel on hand and the current cost therefor). 11.1.5 Prepaid fees for Permits assigned to Purchaser at the Closing. 11.1.6 Any amounts prepaid or payable under the Operating Agreements by the owner of the Property to the extent being assumed by Purchaser at Closing. 11.1.7 Such other items as are customarily apportioned in real estate closings of commercial properties in the City of Houston, State of Texas. Section 11.2. For the purposes of this Article 11, the following terms shall have the following meanings: (fa) "Rents" means all Base Rents, Overage Rent, and Additional Rent; (b) "Base Rents" means monthly base rents and parking charges under transferable Service Contracts the Tenant Leases; (c) "Overage Rent" means additional or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to escalation rent stabilization associations, if any; based upon (i) insurance premiums on transferable insurance policies listed on a schedule hereto percentage of a Tenant's gross sales during a specified annual or permitted renewals thereof; other period or (jii) Reletting Expenses under §6.02increases in real estate taxes, if anyoperating expenses, labor costs, cost of living indices or ▇▇▇▇▇▇'▇ wages; and and (kd) any "Additional Rent" means items of rent or charges which are not Base Rents or Overage Rents, such as charges for electricity, steam, water, cleaning, overtime services, sundry charges or other items listed in Schedule D. If the Closing shall occur before charges of a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closingsimilar nature.

Apportionments. 12.01. (a) The following apportionments items with respect to the Contributed Assets shall be made adjusted and prorated between ▇▇▇▇▇ and the parties Partnership: (i) rent (including percentage rent) and other charges payable under the Leases, including common area and mall charges, real property Taxes and merchants’ association fees, (ii) all Taxes (which, for the purposes of such proration, shall be deemed paid in advance on the due date thereof), (iii) wages, vacation pay and fringe benefits of Theatre Property employees (to the extent employed by the Partnership or by ▇▇▇▇▇ or its affiliates for the account of the Partnership pursuant to this Agreement), (iv) utility charges and deposits and fuel and water charges, (v) film rental charges, film guarantees and advances, (vi) cooperative advertising, (vii) concession inventories (limited to unopened boxes of a quality and quantity saleable at the Closing Theatre Properties in the ordinary course of business after the date hereof) and supplies, in each case at cost and (viii) “goodwill” discount tickets sold by ▇▇▇▇▇ or an Affiliate (excluding free passes and other free promotional tickets) outstanding as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §12.03);Closing. (b) interest on ▇▇▇▇▇ shall be solely responsible for all real property Taxes, sewer rents, or ad valorem personal property Taxes relating to the Existing Mortgage(s); (c) Contributed Assets payable with respect to all years prior to 1988 whether or not a Tax rate has been fixed or a Tax ▇▇▇▇ has been rendered prior to the Closing. In addition, real estate taxes, water chargesproperty Taxes, sewer rents and vault charges, if any, ad valorem personal property Taxes payable with respect to 1988 relating to the Contributed Assets shall be pro-rated as contemplated by paragraph (a) above. The parties shall estimate the amount of such Taxes and sewer rents as of the Closing on the basis of the fiscal period applicable rates for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is preceding year or, where available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior on published governmental estimates applied to the Closing; (e) value of fuel stored latest assessed valuation. Such amount shall then be reapportioned on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate actual Tax bills when such bills are rendered. (c) The percentage rent payable under each Lease shall be apportioned between the ▇▇▇▇▇ Partner and the Partnership in proportion to the gross receipts of the respective Theatre Property for the preceding period applied fraction of the year for which percentage rent is payable that precedes the Closing to latest assessed valuationtotal gross receipts for the rent year. Promptly The parties shall estimate the amount of the percentage rent adjustment as of the Closing, and will make a final apportionment with respect to each Lease when the amount of percentage rent payable for the applicable year shall have been finally determined. The foregoing items shall be adjusted and prorated as of 11:59 p.m. on the Closing Date. Any adjustment under this Section 6.3 shall be paid in cash within 10 days after the new tax rate is fixed, the apportionment date of taxes shall be recomputeddetermination of such adjustment. Any discrepancy resulting from such recomputation and adjustment under this Section 6.3 shall not affect, or in any errors way be taken into account in, calculating ▇▇▇▇▇’ Capital Account balance or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing▇▇▇▇▇’ share of Partnership Distributions.

Apportionments. Section 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §Section 12.03); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §Section 6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing. Section 12.02. If any tenant is in arrears in the payment of rent on the Closing Date, rents received from such tenant after the Closing shall be applied in the following order of priority: (a) first to the month preceding the month in which the Closing occurred; (b) then to the month in which the Closing occurred; (c) then to any month or months following the month in which the Closing occurred; and (d) then to the period prior to the month preceding the month in which the Closing occurred. If rents or any portion thereof received by Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, shall be promptly paid to the other party, which obligation shall survive the Closing. Section 12.03. 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 Rents") and any Additional Rents are collected by Purchaser after the Closing which are attributable in whole or in part to any period prior to the Closing, then Parchaser shall promptly pay to Seller Seller's proportionate share thereof, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, if and when the tenant paying the same has made all payments of rent and Additional Rent then due to Purchaser pursuant to the tenant's Lease, which obligation shall survive the Closing.

Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business 7.1 Items Pro:59 p.m. on the day prior to immediately preceding the Closing -------------------------------------------------------------- Date:: ---- (a) prepaid Current and pre-paid rents and Additional Rents as of the Closing Date on any Leases on the Project (but not past-due rents as defined in §12.03of the Closing Date on the Leases on the Project); (b) interest Real estate taxes due and payable prior to and accrued in the year in which the closing occurs. The 1997 general real estate taxes so prorated will be deemed to be equal to 110% of the amount of the general real estate taxes assessed for the year 1996. All levied and pending assessments as of the Closing Date shall be the responsibility of and paid by Seller on the Existing Mortgage(s)Closing Date; (c) real estate taxesCharges for water, water chargessewer, sewer rents electricity, gas and vault chargestelephone, which are not metered to tenants under any leases or otherwise charged directly to tenants under any leases; provided that if anythe consumption of any such utilities is measured by meters, the Seller, on the basis Closing Date, shall furnish a current reading of the fiscal period for which assessed, except each meter; and further provided that if there is not a water 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 on the Premises, apportionment at Closing Date on the Closing basis that the charges for the prior period for which bills were issued and shall be based on the last available reading, subject to adjustment after the Closing further adjusted when the next reading is availablebills for the current period are issued; (d) wagesAmounts paid or payable under transferable service and maintenance contracts, vacation payif any such service or maintenance contracts shall, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior Buyer's option, be assigned to and assumed by the Closing;Buyer on the Closing Date; and (e) value of fuel stored Premiums on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on existing transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02of those expired prior to the Closing Date, if any; and (k) any other items listed in Schedule D. If such policy shall, at Buyer's option, be assigned to and assumed by the Buyer on the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the ClosingDate.

Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents revenues, if any, from telephone booths, vending machines and Additional Rents (as defined in §12.03)other income- producing agreements; (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, charges and sewer rents and vault chargesrents, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at Seller agrees to obtain special meter readings as of the Closing shall Date and closing adjustments will be made based on the last available reading, subject to adjustment after the Closing when the next reading is available;upon such readings. (dc) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises Premises, whose employment was not terminated at or prior to the Closing; (ed) value of fuel stored on the Premises, at the price then charged by Seller's ’s supplier, including any taxes; (fe) charges under transferable Service Contracts or permitted renewals or replacements thereof, if Purchaser has agreed to assume such Service Contracts; (f) utility bills relating to electricity and gas in the event that Seller has not been able to obtain final readings as of the Closing Date; however, an adjustment for such costs will be made at Closing not on a per diem basis but on the basis of a reasonable estimation by mutual agreement of the parties of usage for the appropriate billing period g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (kh) any other items listed in Schedule D. D. i) If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.

Apportionments. Section 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §Section 12.03); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' tenant's security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §Section 6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing. Section 12.02. If any tenant is in arrears in the payment of rent on the Closing Date, rents received from such tenant after the Closing shall be applied in the following order of priority: (a) first to the month preceding the month in which the Closing occurred; (b) then to the month in which the Closing occurred; (c) then to the month or months following the month in which the Closing occurred; and (d) then to the period prior to the month preceding the month in which the Closing occurred. If rents or any portion thereof received by Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, shall be promptly paid to the other party, which obligation shall survive the Closing. Section 12.03. 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 Rents") and any Additional Rents are collected by Purchaser after the Closing which are attributable in whole or in part to any period prior to the Closing, then Purchaser shall promptly pay to Seller Seller's proportionate share thereof, less a proportionate share of any reasonable attorneys' fees, costs and expenses of collection thereof, if and when the tenant paying the same has made all payments of rent and Additional Rent then due to Purchaser pursuant to the tenant's Lease, which obligation shall survive the Closing.

Apportionments. §12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §§ 12.03)) and revenues, if any, from telephone booths, vending machines and other income-producing agreements; (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, charges and sewer rents and vault chargesrents, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the PremisesPremise, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available;. (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises Premises, whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier’s .supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' ’ security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any An discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing. §12.02. [Omitted] §12.03. [Omitted]

Apportionments. 12.017.1 Items Prorated. The following apportionments items shall be made between the parties at the Closing apportioned as of the close of business 11:59 -------------- p.m. on the day prior to immediately preceding the Closing Date: (a) prepaid rents Real estate taxes due and Additional Rents (payable prior to and accrued in the year in which the closing occurs. The general real estate taxes for the year of Closing so prorated will be deemed to be equal to 110% of the amount of the general real estate taxes assessed for the year immediately preceding the Closing Date. All levied and pending assessments as defined in §12.03)of the Closing Date shall be the responsibility of and paid by Seller on the Closing Date; (b) interest Charges for water, sewer, electricity, gas and telephone, which are not metered to tenants under any leases or otherwise charged directly to tenants under any leases; provided that if the consumption of any such utilities is measured by meters, the Seller, on the Existing Mortgage(s)Closing Date, shall furnish a current reading of each meter; and further provided that if there is not a 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 on the Closing Date on the basis that 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; (c) real estate taxes, water charges, sewer rents Amounts paid or payable under transferable service and vault chargesmaintenance contracts, if anyany such service or maintenance contracts shall, at the Buyer's option, be assigned to and assumed by the Buyer on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available;Date; and (d) wages, vacation pay, pension and welfare benefits and other fringe benefits Premiums on any existing transferable insurance policies or renewals of all persons employed at the Premises whose employment was not terminated at or those expired prior to the Closing; (e) value of fuel stored Closing Date, if any such policy shall, at Buyer's option, be assigned to and assumed by the Buyer on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the ClosingDate.

Apportionments. 12.0113.01. The following apportionments shall be made between the parties at the Closing as of the close of business 12:00 midnight on the day prior to the Closing Date: (a) rent payments (including prepaid rents rents) and Additional Rents (as defined in §12.03)SECTION 13.03) actually received under the Leases; (b) interest on to the Existing Mortgage(s); (c) real estate taxesextent not paid directly by tenants under the Leases, water charges, sewer rents other utility charges and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on at the PremisesProperties, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (ec) value of fuel stored on at the Premises, Properties at the price then charged by SellerOwner's supplier, including any taxes; (fd) charges under transferable Service Contracts and other transferable agreements pertaining solely to the Properties or permitted renewals or replacements thereof; (ge) permitted administrative charges, if any, on tenants' security deposits; (f) amounts payable by the Company and the SPE Entities, as applicable, under the Pilot Agreements; (g) rent under all ground leases affecting the Properties; (h) dues to rent stabilization associations, if anyinterest under the Assumed Debt; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereofto the extent not paid directly by tenants to taxing authorities pursuant to the Leases, real estate taxes and personal property taxes for the current fiscal year; (j) Reletting Expenses outstanding leasing commissions and tenant improvement obligations of the landlord under §6.02, if anyany new or renewal leases entered into after the date hereof pursuant to SECTION 6.01 (such apportionment to be made based on the fixed term of such new or renewal lease); and (k) salary and benefits for any other items listed in Schedule D. If of the Employees retained by the Company. 13.02. The adjustment of real estate and personal property taxes shall be made on the basis of presently available evidence of such taxes, subject to adjustment by payment from Owner to the Company, or the Company to Owner, whichever is applicable, after the Closing shall occur before due to any change in assessment, applicable rate or other reason. Notwithstanding the foregoing, all special assessments, if any, that are a new tax rate is fixed, the apportionment lien as of taxes at the Closing shall be upon paid by Owner. 13.03. The following adjustments to the basis Cash Portion of the old tax rate for Sales Price shall be made between the preceding period applied parties at the Closing: (a) The Company shall be credited and Owner charged with security deposits (together with any interest accrued thereon) or advance rentals made by tenants under the Leases and any additional leases entered into by Owner pursuant to latest assessed valuation. Promptly SECTION 6.01; (b) Owner shall be credited and the Company charged with transferable deposits under any Service Contracts assigned to the Company at the Closing; (c) Owner shall be credited and the Company charged with escrow deposits maintained under the Assumed Debt; and (d) The Company shall be credited and Owner charged with all leasing commissions and tenant improvement obligations set forth in EXHIBITS K AND L attached hereto, to the extent same applies to Leases in effect as of the Closing (but not including any commissions that may result from the exercise after the new tax rate Closing of renewal or expansion options by tenants). 13.04. If any tenant is fixedin arrears in the payment of rent or Additional Rent on the Closing Date, the apportionment of taxes shall be recomputed. Any discrepancy resulting rents received from such recomputation and any errors or omissions in computing apportionments at tenant after the Closing shall be applied in the following order of priority: (a) FIRST to the month in which the Closing occurred; (b) THEN to any month or months following the month in which the Closing occurred; and (c) THEN to any month or months preceding the month in which the Closing occurred. If rents or Additional Rents or any portion thereof received by Owner or the Company after the Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees, out-of-pocket costs and expenses of collection thereof, shall be promptly correctedpaid to the other party, which obligations obligation shall survive the Closing. Owner shall have the right to collect any such arrearages following the Closing other than by summary proceedings (such right shall survive the Closing). 13.05. If any tenant is required to pay percentage rent, escalation charges for real estate taxes, common area maintenance charges, operating expenses, cost-of-living adjustments or other charges of a similar nature ("ADDITIONAL RENT"), and any Additional Rent is collected by the Company after the Closing which accrued prior to the Closing, then the Company shall promptly pay Owner's proportionate share thereof to Owner, less any reasonable attorneys' fees, and any other reasonable out-of-pocket costs and expenses of collection thereof, which obligation shall survive the Closing. 13.06. The following shall apply to closing costs: (a) At the Closing, the Company shall pay (i) up to $1,250,000 of the costs incurred in this transaction relating to the obligation to obtain the Assumption Consents, ▇▇▇ Approvals and ▇▇▇ Estoppels, (ii) 50% of the state and local transfer taxes required to be paid in Pennsylvania, (iii) all costs on any document recorded pursuant to this Agreement or the Operating Agreement, (iv) the cost of title insurance premiums, including any extended coverage and endorsements, incurred in connection with the issuance of the Title Policy, and (v) the cost of the survey. (b) At the Closing, Owner shall pay (i) all costs above $1,250,000 incurred in this transaction relating to the obligation to obtain the Assumption Consents, ▇▇▇ Approvals and ▇▇▇ Estoppels, (ii) 50% of the state and local transfer taxes required to be paid in Pennsylvania, (iii) 100% of the state and local transfer taxes, required to be paid in New York and Ohio, and (iv) all recording fees on any document recorded pursuant to this Agreement to discharge liens and encumbrances which are not Permitted Exceptions. (c) Except as expressly set forth herein, each party shall pay its own attorney's fees and all of its other costs and expenses. 13.07. Owner and the Company acknowledge that there are presently real estate tax review proceedings pending with respect to certain of the Properties (collectively, the "CERTIORARI PROCEEDINGS"). Owner and the Company agree that the Certiorari Proceedings shall continue to be handled by Deloitte & Touche (the "TAX CERTIORARI ADVOCATE"). All reductions in real estate taxes resulting from the Certiorari Proceedings and attributable to any tax period prior to the Closing Date shall belong and be paid to Owner, less the fees and disbursements of the Tax Certiorari Advocate and less any portion of such reduction required to be paid to tenants pursuant to the Leases. Owner shall indemnify and hold the Company harmless from any claims asserted by tenants under the Leases that any amounts paid to Owner by the Company should have instead been paid to such tenants. Owner shall not settle or compromise any Certiorari Proceeding relating to a tax year in which the Closing occurs and any subsequent tax years without the Company's prior consent, which consent shall not be unreasonably withheld or delayed. The provisions of this SECTION 13.07 shall survive the Closing.

Apportionments. ss. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §12.03ss.12.03.); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits benefit and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' tenants security deposits; (h) dues to rent stabilization stablization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02ss.6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding preceeding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.

Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents revenues, if any, from telephone booths, vending machines and Additional Rents (as defined in §12.03)other income- producing agreements; (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, charges and sewer rents and vault chargesrents, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at Seller agrees to obtain special meter readings as of the Closing shall Date and closing adjustments will be made based on the last available reading, subject to adjustment after the Closing when the next reading is available;upon such readings. (dc) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises Premises, whose employment was not terminated at or prior to the Closing; (ed) value of fuel stored on the Premises, at the price then charged by Seller's ’s supplier, including any taxes; (fe) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if anyPurchaser has agreed to assume such Service Contracts;‌ f) utility bills relating to electricity and gas in the event that Seller has not been able to obtain final readings as of the Closing Date; however, an adjustment for such costs will be made at Closing not on tenants' security deposits;a per diem basis but on the basis of a reasonable estimation by mutual agreement of the parties of usage for the appropriate billing period (h) dues to rent stabilization associations, if any; (ig) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (kh) any other items listed in Schedule D. D. i) If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.

Apportionments. 12.01. (a) The following apportionments shall be made apportioned between the parties Seller and Purchaser at the Closing as of the close 11:59 p.m. of business on the day prior to preceding the Closing Date: (ai) prepaid rents and Additional Rents (as defined in §12.03Section 3(c)(ii)) and other amounts payable by tenants, if, as and when received; (b) interest on the Existing Mortgage(s); (cii) real estate taxes, water charges, and sewer rents and vault charges, if any, on the basis of the fiscal period years, respectively, for which assessedsame have been assessed (net of any interest, except that if there is a water meter on the Premisespenalties or late charges with respect thereto, apportionment which shall be borne by Seller); (iii) fees for licenses which are transferred to Purchaser at the Closing shall be based and annual permit and inspection fees; (iv) utilities, including, without limitation, telephone, steam, water, electricity, gas, fire main on the last available readingbasis of the most recently issued bills therefor, subject to adjustment after the Closing when the next reading is bills are available, or if current meter readings are available, on the basis of such readings; (dv) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative chargesshare, if any, on tenants' security depositsof all revenues from the operation of the Premises other than rents and Additional Rents (including, without limitation, parking charges, and telephone booth and vending machine revenues), if, as and when received; (hvi) dues payments on account of office park maintenance for which tenants are not obligated to rent stabilization associations, if anypay pursuant to their Leases (as defined herein); (ivii) insurance premiums on transferable insurance policies listed on such other items as are customarily apportioned between sellers and purchasers of real properties of a schedule hereto or permitted renewals thereof;type similar to the Premises in the County of Middlesex, and State of New Jersey. (jb) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new real estate tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period fiscal year applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly correctedcorrected and the proper party reimbursed, which obligations shall survive the Closing in accordance with Section 3(f). (i) If on the Closing Date any tenant is in arrears in the payment of rent or has not paid the rent payable by it for the month in which the Closing occurs (whether or not it is in arrears for such month on the Closing Date), any rents received by Purchaser or Seller from such tenant after the Closing shall be applied to amounts due and payable by such tenant during the following periods in the following order of priority: (A) first, to the month in which the Closing occurred,(B) second, to the month following the month in which the Closing occurred, (C) third, to the month preceding the month in which the Closing occurred, (D) fourth, to the second month following the month in which the Closing occurred, (E) fifth, to the second month preceding the month in which the Closing occurred and (F) thereafter, continuing to be applied in an alternating manner to individual months following and then preceding the month in which the Closing occurred which are progressively more distant from such month than the months described in the foregoing clauses (B) through (E), provided however, while the Seller is still owed any rents attributable to periods prior to the Closing, no payment of rent under this subsection (c)(i) shall result in prepayment of rent to Purchaser. If rents or any portion thereof received by Seller or Purchaser after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended in connection with the collection thereof, shall be promptly paid to the other party. (ii) If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, office park maintenance charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature ("Additional Rents") and to the extent any such Additional Rents are collected by Purchaser from a tenant after the Closing Date, then (A) on or before January 7, 1999, Purchaser shall pay to Seller out of such amounts of Additional Rents which are due and payable by such tenants with respect to any period prior to the Closing Date and (B) on or before May 15, 1999, Purchaser shall perform a final reconciliation and pay to Seller all other Additional Rents so collected by Purchaser which are due and payable by such tenants with respect to any period prior to the Closing Date, in each case less a proportionate share of any reasonable attorneys' fees and costs and expenses of collection thereof. Purchaser shall deliver to Seller, together with each such payment, a reasonably satisfactory detailed accounting of such Additional Rents. Seller and Purchaser shall permit each other, upon reasonable notice and during the other party's normal business hours, to examine and copy such operating books and records of the other party relating to the Premises as are necessary to confirm the amount of the foregoing payments and the respective accountings pertaining thereto. (iii) Purchaser shall endeavor in good faith to collect from tenants all arrearages in rent and Additional Rent in respect of periods prior to the Closing Date, which obligation shall include, without limitation, the sending of bills, late payment notices and, no later than March 31, 1999, bills to each tenant for the amounts owed by such tenant in connection with the "true-up" or reconciliation of all Additional Rents payable in respect of 1998. (iv) The provisions of this Section 3(c) shall survive the Closing. (i) After the Closing, but subject to this subsection (d), Seller shall continue to have the right, in its own name, to demand payment of and to collect rent and Additional Rent arrearages owed to Seller by any tenant (which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any tenant), it being agreed that delivery of the Lease Assignment (as defined in Section 11(b)) shall not constitute a waiver by Seller of such right. Purchaser agrees to cooperate with Seller in connection with all efforts by Seller to collect such rents and Additional Rents and to take all reasonable steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to Seller, promptly after demand, of any relevant books and records (including any rent or Additional Rent statements, receipted bills and copies of tenant checks used in payment of such rent or Additional Rent), the execution of any and all consents or other documents, and the undertaking of any act necessary for the collection of such rents and Additional Rents by Seller. (ii) Notwithstanding the provisions of clause (i) above, if after the Closing Seller desires to commence legal action or proceedings to collect rent and/or Additional rent arrearages owed to Seller by any tenant, Seller shall give Purchaser written notice thereof, which notice shall set forth such arrearages in reasonable detail including (x) the name of the tenant, (y) the amount of the arrearages in question and (z) the length of time such amounts are in arrears. Within the ten (10) day period following its receipt of said notice, Purchaser may elect, by sending written notice to Seller, to commence and prosecute such legal action or proceeding itself in lieu of Seller (in which case Purchaser shall commence and prosecute same at its sole cost and expense), or join with Seller as plaintiff in such legal action or proceeding (in which case, Seller and Purchaser shall share the cost and expense of commencing and prosecuting such action or proceeding on an equitable basis). If Purchaser shall elect to commence and prosecute such legal action or proceeding itself, it shall prosecute same vigorously to completion. All monies received by Purchaser in any such action which are attributable to arrearages owed to Seller by any tenant shall be remitted promptly to Seller after receipt thereof (less reasonable attorneys' fees and expenses incurred by Purchaser if Purchaser shall have commenced and prosecuted the applicable action or proceeding individually). (iii) Purchaser shall cooperate with Seller with respect to the collection of arrearages in rent and Additional Rent in respect of periods prior to the Closing. (iv) The provisions of this Section 3(d) shall survive the Closing. (e) If there is a water meter or meters on the Premises, Seller shall furnish a reading to a date not more than ten (10) days prior to the Closing Date, and the unfixed water charges and sewer rent, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. (f) If any of the items subject to apportionment under the foregoing provisions of this Section 3 cannot be apportioned at the Closing because of the unavailability of the information necessary to compute such apportionment, or if any errors or omissions in computing apportionments at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for the period from and after the Closing date, through and including June 15, 1999 as hereinafter provided. Neither party hereto shall have the right to require a recomputation of a Closing apportionment or a correction of an error or omission in a Closing apportionment unless within the aforestated period one of the parties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party together with a copy of its good faith recomputation of the apportionment and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to apportionment hereunder and to give notice thereof as provided above within the aforesaid period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date. Notwithstanding any of the foregoing provisions of this Section 3(f) to the contrary, Purchaser and Seller agree that the limitation set forth in this Section 3(f) shall not apply to the parties' obligations under Section 3(c) and that such obligations shall survive the Closing. (i) If, on the date of this Agreement, the Premises or any part thereof shall be affected by any assessment or assessments which are or may become payable in

Apportionments. 12.01. 12.01 The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: : (a) real estate taxes on the basis of the fiscal period for which assessed; (b) prepaid rents and Additional Rents (as defined in §Section 12.03); ; (bc) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; NYL Mortgage; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; taxes with respect thereto on the basis of a reading made within ten (10) days prior to the Closing by Seller's supplier; (e) utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges, on the basis of a meter reading made within five (5) days prior to the Closing; and (f) prepaid charges under transferable transferrable Service Contracts or permitted renewals or replacements thereof;Contracts. (g) permitted administrative charges, if any, 12.02 If any tenant is in arrears in the payment of rent on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixedDate, the apportionment of taxes at rents received from such tenant after the Closing shall be upon applied in the basis following order of priority: (a) first to the old tax rate for month in which the Closing occurred; (b) then to any month or months following the month in which the Closing occurred; and (c) then to the period prior to the month preceding period applied to latest assessed valuationthe month in which the Closing occurred. Promptly If rents or any portion thereof received by Seller or Purchaser after the new tax rate is fixedClosing are payable to the other party by reason of this allocation, the apportionment appropriate sum, less a proportionate share of taxes shall be recomputed. Any discrepancy resulting from such recomputation any reasonable attorneys' fees, costs and any errors or omissions in computing apportionments at Closing expenses of collection thereof, shall be promptly correctedpaid to the other party, which obligations obligation shall survive the Closing.

Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business 11:59 p.m. on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §12.03herein); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, charges and sewer rents and vault chargesrents, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject a reading obtained by Seller within ten (10) days prior to adjustment after the Closing when the next reading is availableClosing; (c) amounts payable under all service contracts and maintenance contracts that survive closing; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged paid by Seller (as evidenced by purchase receipts or a certificate of Seller's fuel supplier), including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (ge) permitted administrative charges, if any, on tenants' ` security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (kf) any other items listed if Purchaser assumes the existing Mortgage as set forth in Schedule D. paragraph 32 below, interest on the outstanding principal balance of the Mortgage. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputedre-computed. Any discrepancy resulting from such recomputation re-computation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing. If any tenant is in arrears in the payment of rent (including "Additional Rent" as defined herein) on the Closing Date, rents received from such tenant after the Closing shall be applied in the following order of priority:; (a) first to the month in which the Closing occurred (b) then to any month or months following the month in which the Closing occurred; (c) then to the period prior to the month preceding the month in which the Closing occurred; and (d) then to the month preceding the month in which the Closing occurred. If rents or any portion thereof received by Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share any reasonable attorneys` fees, costs and expenses of collection thereof, shall be promptly paid to the other party, which obligation shall survive the Closing. 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 Rents") and any Additional Rents are collected by Purchaser after the Closing which are attributable in whole or in part to any period prior to the Closing, then Purchaser shall promptly pay to Seller Seller's proportionate share thereof, less a proportionate share of any reasonable attorneys` fees, costs and expenses of collection thereof, if and when the tenant paying the same has made all payments of rent and Additional Rent then due to Purchaser pursuant to the tenant's Lease, which obligation shall survive the Closing. If a tenant has made payment of any amounts for real estate taxes, operating expenses or similar charges with respect to the period on or after the Closing Date, which amounts have not already been paid by Seller, Purchaser shall receive a credit in the amount thereof at Closing. If any tenant is or becomes entitled to a refund of overpayments of Additional Rent which are attributable in whole or in part to any period prior to the Closing, Seller shall pay to Purchaser an amount equal to the amount of such refund attributable to any such period within ten days after notice from Purchaser, which obligation shall survive the Closing. The parties shall have ninety (90) days after the Closing to correct or adjust any errors or miscalculations in the apportionments hereunder.

Apportionments. 12.01. (a) The following apportionments shall be made apportioned between the parties Seller and Purchaser at the Closing as of the close midnight of business on the day prior to preceding the Closing Date: (ai) prepaid rents and Additional Rents (as defined in §12.03)Section 9(c)(ii) below) and other amounts payable by tenants, if, as and when received; (b) interest on the Existing Mortgage(s); (cii) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period years, respectively, for which same have been assessed, except that if there is a water meter ; (iii) value of fuel stored on the Premises, apportionment at the Closing shall be based Seller's cost, including any taxes, on the last available readingbasis of a statement from Seller's supplier; (iv) charges and payments under Contracts assigned to Purchaser at Closing or permitted renewals or replacements thereof; (v) utilities, including, without limitation, steam, electricity and gas to the extent that such utilities are not paid directly by tenants, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next reading is bills are available, or if current meter readings are available, on the basis of such readings. Seller shall attempt to obtain the readings as close to the Closing as reasonably practicable; (dvi) wagesSeller's share, vacation payif any, pension and welfare benefits and other fringe benefits of all persons employed at revenues from the operation of the telephone booths located on the Premises whose employment was not terminated at or prior to the Closingif, as and when received; (evii) value any interest under the Note relating to the month in which Closing occurs; (viii) any interest on the Collection Account payable to the Borrower under the Loan Agreement; (ix) premium payments made on any insurance policy that insures against loss or damage as the result of fuel stored an environmental condition on the Premises, if such policy is assigned to Purchaser at the price then charged by SellerClosing pursuant to Purchaser's supplier, including any taxes;request. (fb) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new real estate or personal property tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period fiscal year applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly correctedcorrected and the proper party reimbursed, which obligations shall survive the Closing in accordance with Section 9(f). (i) If on the Closing Date any tenant is in arrears in the payment of rent or has not paid the rent payable by it for the month in which the Closing occurs (whether or not it is in arrears for such month on the Closing Date), any rents received by Purchaser or Seller from such tenant after the Closing shall be applied to amounts due and payable by such tenant during the following periods in the following order of priority: (A) first, to payment of rent for the month in which the Closing occurred, (B) second, to payment of rent for the period, if any, after the month in which the Closing occurs where such rent is due and payable; (C) third, after all rent for all current periods have been paid in full, then in payment of rent for the period prior to the month in which the Closing occurs. If rents or any portion thereof received by Seller or Purchaser after the Closing are due and payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys fees and costs and expenses expended in connection with the collection thereof, shall be promptly paid to the other party. For purposes of this Section 9(c)(i), rent shall include any regular monthly payment due from a tenant including, but not limited to, real estate taxes, common area maintenance charges or insurance reimbursements, but specifically excluding percentage rent payments. (ii) If any tenants are required to pay percentage rent, real estate taxes, common area charges, insurance charges or other charges of a similar nature ("Additional Rents") and any Additional Rents are collected by Purchaser from a tenant after the Closing Date and specifically identified by such tenant as being a payment applicable to a time period occurring prior to Closing, then Purchaser shall promptly pay to Seller out of such sums received from such tenant such identified amount that is due and payable by such tenant with respect to any period prior to the Closing Date (whether or not such Additional Rents first became due and payable on or after the Closing Date), less a proportionate share of any reasonable attorneys fees and costs and expenses of collection thereof. (iii) The provisions of this Section 9(c) shall survive the Closing for nine (9) months. (d) After the Closing, Seller shall continue to have the right, in its own name, to demand payment of and to collect rent and Additional Rent arrearages owed to Seller by any tenant, which right shall include, without limitation, the right to continue or commence non-possessory legal actions or proceedings against any tenant with respect to any period prior to Closing, and delivery of the Lease Assignment (as hereinafter defined) shall not constitute a waiver by Seller of such right. Purchaser agrees to reasonably cooperate with Seller, at no cost to Purchaser, in connection with Seller's efforts to collect such rents, including without limitation, the delivery to Seller of any relevant books and records in Purchaser's possession (including any rent or Additional Rent statements, receipted bills and copies of tenant checks used in payment of such rent or Additional Rent), provided that such cooperation would not impair Purchaser's interests with respect to any tenants or Leases.. In no event shall Purchaser be required to commence any summary proceeding to enforce such rights of Seller. The provisions of this Section 9(d) shall survive the Closing for nine (9) months. (e) If there is a water meter on the Premises which is the obligation of Seller, Seller shall furnish a reading to a date not more than twenty (20) days prior to the Closing Date, and the unfixed water charges and sewer rent, if any, based thereon for the intervening time shall be apportioned on the basis of such last reading. As soon as possible after Closing, the parties will have an actual meter reading and adjust if necessary. (f) If any of the items subject to apportionment under the foregoing provisions of this Section 9 cannot be apportioned at the Closing because of the unavailability of the information necessary to compute such apportionment, or if any errors or omissions in computing apportionments at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a period of nine (9) months after the Closing Date as hereinafter provided. Neither party hereto shall have the right to require a recomputation of a Closing apportionment or a correction of an error or omission in a Closing apportionment unless within the aforestated nine (9) month period one of the parties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party together with a copy of its good faith recomputation of the apportionment and copies of all substantiating information used in such recomputation. Unless due to fraud, the failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to apportionment hereunder and to give notice thereof as provided above within nine (9) months after the Closing Date shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date. Notwithstanding any of the foregoing provisions of this Section 9(f) to the contrary, Purchaser and Seller agree that the nine (9) month limitation set forth in this Section 9(f) shall not apply to the parties' obligations under Section 9(b) and that such obligations shall survive the Closing forever. (g) If, on the Closing Date, the Premises or any part thereof shall be or shall have been affected by an assessment or assessments which are or may become payable in annual installments, of which the first installment is then a charge or lien, or has been paid, then for the purposes of this Agreement all the unpaid installments of any such assessment, including those which are to become due and payable after Closing, shall be deemed to be due and payable and to be liens upon the Property and shall be paid and discharged by Seller upon the Closing. (h) Purchaser shall be responsible for paying all expenses and closing costs incurred in connection with the assumption of the Mortgage by Purchaser including, without limitation and expenses and fees of the Lender and Seller in connection therewith.

Apportionments. §12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §12.03); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, charges and sewer rents and vault chargesrents, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject a final meter reading to adjustment after be obtained by Seller not less than thirty (30) days prior to the Closing when the next reading is availableDate; (db) wages, vacation pay, pension and welfare benefits and other fringe benefits value of all persons employed at fuel stored on the Premises whose employment was not terminated at or to be determined by Seller’s supplier taking an actual reading within 24 hours prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (fc) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (id) insurance premiums on transferable insurance policies listed on there will be a schedule hereto or permitted renewals thereof; (jcredit to Purchaser of $250,000.00, as set forth at Section 10(j) Reletting Expenses under §6.02, if anyof this Contract; and (ke) any other items listed in Schedule D. D, including assessments. §12.02. If on the Closing Date the Premises shall be affected by an assessment which is or may become payable in annual installments, all installments allocable to the period following the Closing Date shall be Seller’s responsibility and shall be paid by Seller on the Closing Date. §12.03. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any shall be promptly corrected, which obligation shall survive the Closing for ninety (90) days. §12.04. Any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing. §12.05. Real estate tax refunds, abatements and credits received after the Closing Date which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Purchaser, after deducting the expenses of collection thereof, which obligation shall survive the Closing. §12.06. Prior to the Closing Date Seller shall use commercially reasonable efforts to obtain from the agency of the City of New York having jurisdiction thereof readings of all water meters at the Premises within the 30-day period preceding the Closing Date.

Apportionments. 12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents Rent (as defined in §12.03); (b) interest on the Existing Mortgage(s); (c) real estate taxes, water charges, sewer rents and vault charges, if any, on the basis of the fiscal period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available; (d) wages, vacation pay, pension and welfare benefits and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; (e) value of fuel stored on the Premises, at the price then charged by Seller's supplier, including any taxes; (f) charges under transferable Service Contracts or permitted renewals or replacements thereof; (g) permitted administrative charges, if any, on tenants' security deposits; (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance policies listed on a schedule hereto or permitted renewals thereof; (j) Reletting Expenses under §6.02, if any; and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected, which obligations shall survive the Closing.