Common use of Apportionments Clause in Contracts

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date: (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is located. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date).

Apportionments. The terms and provisions of this Section 2.7 shall apply with (a) With respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property following shall be jointly prepared by OpCo prorated between the applicable Property Owner as constituted immediately prior to the Closing, and REIT the applicable Property Owner as constituted immediately following the Closing, as of 11:59 p.m. on or before the Effective day preceding the Closing Date (on the basis of the actual and estimated amounts as provided in Section 2.7(b) number of this Agreement. In days elapsed over the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date:applicable period): (i) Fixed rents, additional rents and all other sums and credits due or payable under the applicable Leases and any other items of income, as and when collected; (ii) All real property estate taxes, water charges, sewer taxes and rents, vault taxes charges and any other governmental taxes assessments on the Property on the basis of the fiscal year for which assessed (except to the extent required to be paid by tenants in good standing pursuant to Leases); (iii) All operating expenses (except to the extent required to be paid by tenants in good standing pursuant to Leases); (iv) Any prepaid items, including, without limitation, fees for licenses and charges levied or assessed against the applicable Golf Course Property or the use thereofannual permit and inspection fees; (v) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property most recently issued bills therefor (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Propertyrequired to be paid by tenants pursuant to Leases); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges Deposits with telephone and payments other utility companies; (vii) Payments of principal and interest and other costs payable under any service contracts in effect with respect to the applicable Golf Course PropertyCurrent Loan Documents, New Parkway Plaza Loan Documents and New Stone Hedge Loan Documents, as applicable; and (viiviii) all Such other income from items as are customarily apportioned between sellers and expense relating purchasers of real properties (and interests therein) of a type similar to the applicable Golf Course Property of every type Properties and nature as is customary with the closing of a commercial property transaction located in the city and state Commonwealth in which the applicable Golf Course each such Property is located. (b) If, on the Closing Date, any items of additional rent or percentage rent under the Leases or other income or expense of the Properties shall not have been ascertained, then such items shall be adjusted retroactively as and when the same are ascertained. (c) If, with respect to any Property, the Closing shall occur before the applicable real estate tax rate is fixed, the apportionment of real estate taxes for such Property at the Closing shall be based upon the tax rate for the next preceding year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed. (d) All apportionments made under this Agreement shall be calculated (1) as between the Property Owners, as constituted prior to the applicable Closing as the prior owners of the Properties, and such Property Owners, as constituted following the applicable Closing as the new owners of the Properties, and then (2) the applicable Allotted Consideration shall be adjusted at the applicable Closing such that Cedar and Homburg shall share in the credits and debits of the Property Owners in proportion to their respective interests in such Property Owners immediately following the Closing. (e) If any refund tenant at a Property is in arrears in the payment of real property taxes or assessmentsrent on the Closing Date, water rates any and charges or sewer taxes and all rents received from such tenant after the Closing shall be made applied in the following order of priority: (i) first to the month in which the Closing occurred; (ii) then to any month or months following the month in which the Closing occurred; and (iii) then to the months preceding the month in which the Closing occurred. If rents or any portion thereof received after the Effective Date and is received Closing are payable to the other party by REIT or OpCoreason of this allocation, the same shall be held in trust by the receiving partyappropriate sum, less a proportionate share of any reasonable attorneys’ fees, costs and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if anyexpenses of collection thereof, shall be promptly paid to OpCo the other party. (f) Notwithstanding anything to the contrary contained in this Agreement, with respect to the Existing Cedar Properties only, Cedar shall remain liable for actual damages (including out-of-pocket expenses actually incurred by the period Property Owners) resulting from (w) uninsured third party tort claims arising and accruing prior to the Effective applicable Closing Date and which are both unrelated to the environmental condition of any Existing Cedar Property or any physical condition known by or disclosed to Homburg or any Homburg Representatives and based solely on the actions or omissions of any Existing Cedar Property Owner prior to the applicable Closing Date (the parties acknowledge that Cedar shall not be responsible hereunder for third party tort claims that are uninsured by reason of the applicable insurance deductible), (x) any breach by any Existing Property Owner of its obligations under any of the Service Contracts and Leases arising prior to the applicable Closing Date unless Homburg shall have received an estoppel certificate with respect to such Service Contract or Lease prior to applicable Closing or (A) such breach shall have been disclosed to or known by Homburg prior to the applicable Closing Date or (B) the applicable Allotted Consideration shall have been adjusted to reflect such monetary obligation or breach, (y) any tax liability of any Existing Cedar Property Owner allocable to periods prior to the applicable Closing Date, and (z) the completion of certain tenant improvements required to be performed by the lessor under certain Leases, all as more particularly identified on Schedule 4 attached hereto (the “Tenant Improvements”), as and to REIT (for the period commencing extent the same have not been completed prior to the applicable Closing Date. Homburg acknowledges and agrees that its sole and exclusive remedy against Cedar in connection with the Effective Dateforegoing responsibilities shall be either an action for specific performance or a claim for actual damages (excluding special, consequential and punitive damages), Homburg hereby waiving any other right or remedy it may otherwise have at law or equity. The provisions of this Section 17 notwithstanding, nothing contained herein shall limit or in any way be deemed to modify the “as is, where is” nature of the Transactions as more particularly set forth in Section 11(d) of this Agreement and Homburg hereby confirms its agreement to waive any right it may have at law or in equity, including, without limitation, the right to seek damages or contribution from Cedar in connection with the physical (including, without limitation, environmental) condition of the Properties (except in connection with any breach of applicable representations and warranties of Cedar contained in Section 11(a) in accordance with the terms and conditions of this Agreement). The provisions of this Section 17 shall survive the Closings.

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and following apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before made between the Effective Date on parties at the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned Closing as of the close of business midnight on the day immediately preceding prior to the Effective Closing Date: (i) real property estate taxes, water charges and sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereofif any, on the basis of the respective fiscal years period for which each is assessed; (ii) water rates and charges, unless rents due under the direct responsibility of any tenant of the applicable Golf Course PropertyLeases; (iii) annual license, permit and inspection feespermitted administrative charges, if any;, on tenants’ security deposits; and (iv) value of fuel (as estimated by OpCostored on the Premises, at the price paid to Seller’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of including any tenant of the applicable Golf Course Property)taxes; (vb) rents and all other charges (including reimbursement payments) payable under If any lease with a tenant is in arrears in the payment of rent on the applicable Golf Course Property as and when collected; providedClosing Date, however, that if any rents under any leases rent received from such tenant after the Closing shall be accrued applied as between Seller and unpaid at Purchaser in the Effective Date, following order of priority: (i) first to any month or months following the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occursClosing occurred (and apportioned as per clause (a) above); next (ii) then to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occursClosing occurred; next to all rents due and payable at the time of such collection with respect (iii) then to the period after preceding the calendar month in which the Effective Date occurs; and Closing occurred. If any rent received by Seller or Purchaser after the balance shall be applied Closing is payable to the extent other party by reason of delinquent rents for this allocation, the period prior recipient shall promptly pay to the month immediately preceding other party the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account appropriate sum, less a proportionate share of said past due rents payable to OpCoits costs of collection, including reasonable attorneys’ fees and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is locateddisbursements. (c) If any refund the Closing occurs before the tax rate is fixed for the current fiscal period, the apportionment of real property taxes or assessments, water rates and charges or sewer taxes and rents at the Closing shall be made after on the Effective Date and is received by REIT or OpCo, basis of the same shall be held in trust by most recent tax rate for the receiving party, and shall first be preceding period applied to the unreimbursed costs incurred in obtaining the samelatest assessed valuation. (d) If any apportionment is based on estimates, incomplete data or mutual mistake, it shall be recomputed when final data become available and the balance, if any, parties shall be paid to OpCo promptly correct any overpayment or underpayment. (for the period prior e) Notwithstanding anything to the Effective Datecontrary contained herein, the party owing the payment required as a result of the apportionments provided herein shall pay, at Closing to the other party by check or wire transfer, such amount due. (f) and to REIT (for The obligations of the period commencing with parties under this Article 8 shall survive the Effective Date)Closing.

Apportionments. The terms and provisions (a) At each Closing, the following items shall, with respect to the Properties being transferred, be apportioned between THCI (which, for purposes of this Section 2.7 2.07(a), shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (eachinclude THCI and, a “Golf Course Property” and collectivelyas applicable, the “Golf Course Properties”). (aTHCI Subsidiaries) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property Acquirors on a per diem basis, so that THCI shall be jointly prepared by OpCo responsible for those items of expense and REIT credited with those items of income that are attributable to the period prior to the Applicable Closing Date and the Acquirors shall be responsible for those items of expense and credited with those items of income that are attributable to the period on or before after the Effective Date on the basis of actual Applicable Closing Date: rents (including without limitation ground lease rent (if applicable), base rent, common area maintenance reimbursements, marketing fund contributions, operating expense and estimated amounts as provided in Section 2.7(btax reimbursements, percentage rent and other additional rent) of this Agreement. In the event any Apportionments made under this Agreement shall prove (collectively "RENTS"); prepaid and accrued expenses (including, without limitation, interest, ground rent, utility charges, water and sewer charges (unless such payment is to be incorrect made directly by any tenant), fees for any reasonlicenses and permits, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunderfuel, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionmentssteam, as adjusted, if applicable, during said ninety (90) day period shall be conclusive gas and binding on OpCo and REIT. (b) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date: (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and electricity charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any;payments under reciprocal easement agreements and payments to merchants associations and/or promotional funds maintained by THCI, and obligations under the Contracts assumed by the Acquirors; and real and personal ad valorem and other taxes and assessments ("AD VALOREM TAXES") against such Property; PROVIDED that: (i) If the Ad Valorem Taxes for the tax year in which the Applicable Closing occurs are not known or cannot reasonably be estimated, they shall be adjusted based on an estimate obtained using the then current assessed value of such Property as of the Applicable Closing Date and the tax rate and multiplier reflected by the most recent Ad Valorem Taxes due. After the Ad Valorem Taxes for the year in which the Applicable Closing occurs are known, adjustments shall be made between the parties. (ii) THCI shall have the right to control all tax certiorari and tax reduction proceedings relating to Properties conveyed (or the Properties associated with the Partnership Interests transferred) for tax years prior to and including the tax year in which the Applicable Closing Date occurs and shall keep the Acquirors informed with respect thereto. Any tax refund or credit obtained by THCI (net of any costs of obtaining such refund) attributable (A) to the period prior to the tax year in which the Applicable Closing Date occurs shall be paid, FIRST, to any tenants of the Properties entitled thereto and, SECOND, to THCI and (B) to the tax year in which the Applicable Closing Date occurs shall be apportioned between THCI and the Acquirors, with the portion allocable to THCI to be applied as provided in clause (A) and the balance paid to the Acquirors, subject, however, to the rights of tenants of the Properties entitled thereto. With respect to any proceeding in respect of a tax year in which the Applicable Closing Date occurs, THCI shall coordinate its efforts with the Acquirors, shall keep the Acquirors informed with respect thereto and shall not settle the same without the consent of the Acquirors, which consent shall not be unreasonably withheld or delayed. From and after the expiration of the tax year in which the Applicable Closing Date occurs, the Acquirors shall have the right to control all tax certiorari and tax reduction proceedings relating to Properties conveyed for tax years commencing with the tax year following the tax year in which the Applicable Closing Date occurs. (iii) The Acquirors shall take all steps necessary to effectuate the transfer of all utilities to an Acquiror's name as of the Applicable Closing Date and, where necessary, the Acquirors shall post deposits with the utility companies. THCI shall pay all utility charges accruing prior to the Applicable Closing Date and all utilities thereafter shall be paid for by the Acquirors. THCI shall be entitled to recover any and all deposits held by utility companies as of the Applicable Closing Date. To the extent that the Acquirors fail to make, where required, deposits to any such utility companies (or to make any deposits with other service providers) so as to prevent the timely release of THCI's deposits by the utility companies (or such other service providers) on the Applicable Closing Date, the aggregate amount of such deposits shall be credited to THCI. In such event, THCI's deposits shall be assigned to an Acquiror, which shall have the right to have the deposits released to it upon satisfaction of the conditions imposed by the utility companies (or such other service providers). (iv) fuel (as estimated by OpCo’s supplierTHCI shall, at OpCo’s costthe Applicable Closing, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied credit the Acquirors for any Rents paid to THCI by the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant tenants of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period beginning on the Applicable Closing Date. No proration shall be made for Rents from tenants that are delinquent as of the Applicable Closing Date (the "TENANT DELINQUENT RENTS"). All Tenant Delinquent Rents collected on or after the calendar month in which the Effective Applicable Closing Date occurs; and the balance shall be applied allocated, FIRST, to the extent of delinquent rents for then current month, NEXT, to any other delinquency after the Applicable Closing Date, and, FINALLY, to any other delinquency prior to the Applicable Closing Date. Any Tenant Delinquent Rents collected by the Acquirors after the Applicable Closing which are allocable to the period prior to the month immediately preceding the calendar month in which the Effective Applicable Closing Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust and forthwith paid by the Acquirors to THCI subject to and in accordance with the foregoing allocation provision. The Acquirors shall use their commercially reasonable efforts to collect all Tenant Delinquent Rents (other than the Tenant Delinquent Rents described in clause (e) of the definition of Excluded Property Assets), but in no event shall the Acquirors be obligated to commence legal proceedings for OpCo collection against any tenant. All rights to pursue collection of Tenant Delinquent Rents (other than the Tenant Delinquent Rents described in clause (e) of the definition of Excluded Property Assets) shall vest solely in the Acquirors. Any Rents paid to THCI by the tenants of the applicable Property on or after the Applicable Closing Date, other than Tenant Delinquent Rents described in clause (e) of the definition of Excluded Property Assets, shall be held in trust and forthwith paid by THCI to the Acquirors (subject, however, to the allocation of the same as set forth above). At the Applicable Closing, THCI shall deliver to the Acquirors a written certification identifying any Tenant Delinquent Rents. (v) All percentage rents for tenants' annual sales reporting periods (as defined in the tenant leases) ending prior to the Applicable Closing Date, including tenant leases terminated before the Applicable Closing, shall belong solely to THCI. Any percentage rent paid with respect to any tenant's annual sales reporting period that is in effect on the Applicable Closing Date (the "CURRENT REPORTING PERIOD") shall be adjusted by and between THCI and the Acquirors as hereinafter described. Percentage rent earned during each tenant's Current Reporting Period shall be prorated on the basis of the number of days in such annual sales reporting period that the Applicable Property was owned by THCI or the Acquirors and payments of THCI's share shall be made by the Acquirors following the end of the applicable sales reporting period, PROVIDED that (i) there shall be deducted from the amounts payable to THCI hereunder with respect to any tenant any sums previously collected by THCI from such tenant on account of said past due rents payable percentage rent for the Current Reporting Period and (ii) if it shall be determined by the parties that THCI has collected more than its share of the percentage rent from such tenant, THCI shall immediately pay over the surplus to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereofthe Acquirors. OpCo agrees that if OpCo receives any amounts after After the Effective Date which are attributable, in whole or in part, to any period after the Effective Applicable Closing Date, OpCo the Acquirors shall remit deliver to REIT that portion THCI monthly status reports detailing collections of percentage rents for the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof;Current Reporting Period. (vi) All security deposits (including any interest thereon to the extent payable to the applicable tenants) not theretofore properly applied to obligations under the applicable leases shall be delivered by THCI to the Acquirors at the Applicable Closing, or, in the alternative, THCI may elect to give the Acquirors a credit in the amount of such security deposits. THCI shall either assign its rights under all letters of credit security deposits to the Acquirors or, if any such letters of credit are not assignable, shall cooperate with the Acquirors in arranging for the transfer thereof to the Acquirors, and, pending such transfer, THCI shall act as the Acquirors' agent in presenting any draws under, and in otherwise administering such letters of credit. (vii) [INTENTIONALLY OMITTED] (viii) THCI shall receive a credit for all reserves, deposits and escrows for taxes, insurance, interest, capital expenditures, tenant improvements, claims and any other reserves, deposits and escrows on deposit with any lender with respect to any indebtedness assumed by the Acquirors (or to which the Acquirors take subject) or any other Person other than any of the foregoing that is held (A) by insurers or (B) by Teachers as security for capital improvement obligations that remain unsatisfied as of the Applicable Closing Date. (ix) THCI's insurance policies on the applicable Property shall not be assumed by the Acquirors, but shall be canceled effective as of the Applicable Closing Date. The amount of the refunds payable to THCI in respect of such early cancellation of insurance policies on the applicable Property shall be the property of THCI. The Acquirors shall purchase and place their own insurance on the applicable Property as of Applicable Closing Date. (x) Common area maintenance reimbursements and charges and payments payable under any service contracts in effect leases at the applicable Property with respect to the 1998 calendar year shall initially be apportioned between the parties at the Applicable Closing based on the 1998 budgeted amounts of common area maintenance reimbursement and other charges for such Property and on the number of days THCI owned the applicable Golf Course Property; andProperty during the 1998 calendar year. THCI shall prepare a statement showing the amounts collected from the tenants in respect of common area maintenance reimbursements and charges for the portion of the 1998 calendar year prior to the Applicable Closing Date, and shall furnish a copy of such statement to the Acquirors. To the extent the amount owing to THCI attributable to the portion of the 1998 calendar year prior to the Applicable Closing Date determined by means of such estimate shall be more than the amounts collected by THCI in respect of such 1998 calendar year common area maintenance reimbursements and charges, then the difference will be paid by the Acquirors to THCI at the Applicable Closing. To the extent the amount owing to THCI attributable to the portion of the 1998 calendar year through the Applicable Closing Date determined by means of such estimate shall be less than the amounts collected by THCI in respect of such 1998 calendar year common area maintenance reimbursements and charges, then the difference will be paid by THCI to the Acquirors at the Applicable Closing. A final recalculation of the actual amounts payable for common area maintenance reimbursements and other charges shall be made within 120 days after the end of the 1998 calendar year. (viixi) The Acquirors shall receive a credit for unpaid tenant allowances (which shall include tenant improvement allowances, landlord contributions, lease takeover obligations and other payments to or for the benefit of tenants and periods of free rent after the Applicable Closing Date) and lease commissions applicable to all other income from leases at the Property that were executed and expense relating delivered prior to the applicable Golf Course date of this Agreement (other than in connection with renewals or extensions, exercised or executed after the date of this Agreement, of leases executed on or prior to the date of this Agreement), the Acquirors shall assume all responsibility for the payment of such tenant allowances and lease commissions and all of the same shall constitute Assumed Property Liabilities. (xii) Amounts subject to redemption under gift certificates issued by THCI prior to the Applicable Closing Date and still outstanding as of every type the Applicable Closing shall be described in a schedule prepared by THCI and nature as is customary with delivered to the closing Acquirors at the Applicable Closing. At the Applicable Closing, the aggregate amount of a commercial property transaction such issued and outstanding scheduled gift certificates shall be deposited in the city bank accounts maintained by THCI and state to be transferred over to the Acquirors at the Applicable Closing, to fund the redemption of such scheduled gift certificates. The Acquirors shall assume all liability for the redemption of such scheduled gift certificates. (xiii) To the extent that the interest being transferred in which a Property at any Applicable Closing is an interest in a Partnership, the amounts to be apportioned hereunder shall be adjusted to reflect the amounts that THCI would receive or pay if such items of income or expense were paid by the applicable Golf Course Property is locatedowner of the Property. (b) At each Applicable Closing, the net credit to THCI or the Acquirors, as applicable, resulting from the apportionments made pursuant to subsection (a) of this Section 2.07 for all Properties being transferred on such Applicable Closing Date shall be paid to THCI or the Acquirors, as applicable, by wire transfer of immediately available funds to a bank account or accounts designated by THCI or the Acquirors, such notice to be delivered not later than the second Business Day prior to such Applicable Closing Date. (c) If In the event that any refund amounts to be prorated pursuant to Section 2.07(a) have not been finally determined on the Applicable Closing Date, a mutually satisfactory estimate of real property taxes such amounts made on the basis of THCI's records or assessments, water rates and charges or sewer taxes and rents public records shall be made after used as a basis for settlement at the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the sameApplicable Closing, and the balanceamounts finally determined will be prorated as of the Applicable Closing Date and appropriate settlement made as soon as practicable after such final determination, but in no event later than 120 days after the later of (i) the last day in the calendar year in which the Applicable Closing Date occurs or (ii) the last day of the Current Reporting Period that is the last Current Reporting Period to expire. (d) At the Initial Closing, the current assets and current liabilities of the Management Company shall be estimated in good faith by THCI, and THCI shall pay to the Acquirors the excess, if any, of such current liabilities over such current assets, or the Acquirors shall pay to THCI the excess, if any, of such current assets over such current liabilities. To the extent not known on the Initial Closing Date, the current assets and current liabilities shall be paid estimated on the best available information at the time and appropriate settlement made from time to OpCo (for time as the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date)same are liquidated.

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned and/or addressed between Seller and Purchaser at the Closing as of the close 11:59 p.m. of business on the day immediately preceding the Effective Date:Closing Date (the "Cut-Off Time"): (i) real property taxesProperty Taxes, assessments billed together with Property Taxes, water charges, sewer taxes rents and rentsvault charges, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereofif any, on the basis of the respective fiscal years years, respectively, for which each is same have been assessed; (ii) water rates charges and charges, unless payments under the direct responsibility of any tenant of the applicable Golf Course PropertyContracts or permitted renewals or replacements thereof assumed by Purchaser; (iii) any prepaid items, including, without limitation, fees for Licenses which are transferred to Purchaser at the Closing and annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplierutilities, at OpCo’s costincluding, together with sales tax) and without limitation, telephone, steam, electricity and gas, electricity charges and all other utilities which are supplied to on the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant basis of the applicable Golf Course Property)most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings; (v) rents deposits with telephone and all other charges (including reimbursement payments) payable under utility companies, and any lease other persons or entities who supply goods or services in connection with a tenant of Property if same are assigned to Purchaser at the applicable Golf Course Property as and when collected; providedClosing, however, that if any rents under any leases which shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied credited in their entirety to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereofSeller; (vi) all charges trade association dues and payments under any service contracts in effect with respect to the applicable Golf Course Propertytrade subscriptions, if any; and (vii) all such other income from items as are customarily apportioned between sellers and expense relating purchasers of real properties of a type similar to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction located in the city and state jurisdiction in which the applicable Golf Course Property is located. (cb) If any refund the Closing shall occur before a new Property Tax rate is fixed, the apportionment of real property taxes or assessments, water rates and charges or sewer taxes and rents Property Taxes at the Closing shall be made after upon the Effective Date and is received by REIT or OpCo, basis of the same shall be held in trust by old tax rate for the receiving party, and shall first be preceding fiscal year applied to the unreimbursed costs incurred latest assessed valuation. (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 obtaining installments, but which are not included on the sameProperty Tax ▇▇▇▇, 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 balancepurposes of this Agreement, all the unpaid installments of any such assessment which are to become due and payable on or after the Closing 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 be paid provide, or shall cause the Manager to OpCo 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 Effective DateClosing Date (collectively "Seller's Accounts Receivable"). Purchaser shall purchase all of Seller's Accounts Receivable from Seller that are no older than fifteen (15) days past due at Closing. Purchaser shall use reasonable efforts to collect Seller's Accounts Receivable that were more than fifteen (15) 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 "Advance Booking Deposits") shall be 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 REIT 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 purchased by Purchaser. (j) Subject to Purchaser's obligation pursuant to Section 1.4(c) above, 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 period commencing with transfer or acquisition of accounts and licenses (including liquor licenses, if transferable) regarding the Effective DateProperty, 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. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations Real Property Taxes, utility charges, rents, income from leases, easements, licenses, permits, agreements, and apportionments privileges, if any, and any other revenues and expenses pertaining to the Credit Card Assets (other than revenue realized in respect of the “Apportionments”Account Assets and the Securitization Assets and other than the costs of the Consumable Inventory) hereunder for each Golf Course Property shall be jointly prepared by OpCo prorated between Buyers and REIT on Sellers as of the Cut-Off Time (with Sellers being responsible for such expenses and entitled to such revenues through and including the Cut-Off Time), regardless of the date assessed, paid or before the Effective Date payable. Any special Taxes or assessments on the basis Credit Card Assets relating to taxable periods (or portions thereof) ending prior to the Cut-Off Time shall be paid by Sellers. With respect to any payments made by either Party to any taxing authority, or by any taxing authority to any Party, whether before or after Cut-Off Time, appropriate remittances shall be made promptly between the Parties to assure that such items are apportioned as of actual the Cut-Off Time in accordance with this Section 2.6. Each of GE Capital and estimated amounts the Company shall have the right, for a period of one (1) year after Closing, to audit (at its own expense) the books and records of the other party which pertain to expenses and revenues to be apportioned hereunder. Except as otherwise provided in Section 2.7(b) 7.5, Buyers shall not be obligated to pay any of this Agreement. In Sellers' Taxes or Income Taxes attributable to the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Datesale. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereundernecessary to pay applicable Taxes or Income Taxes before deeds can be recorded, Sellers will promptly pay such party Taxes or Income Taxes, except that Sellers shall remit such excess amount not be responsible for any Taxes for which Buyer is responsible pursuant to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REITSection 7.5. (b) The following At Closing, Sellers shall be apportioned prepare and deliver to GE Capital, and GE Capital shall sign and deliver to Sellers for mailing, a joint letter in the form attached hereto as of the close of business on the day immediately preceding the Effective Date: (i) real property taxesExhibit K, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (requesting all Persons as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steamidentified in said letter providing electric, gas, electricity charges and all water, telephone or other utilities which are supplied utility services to the applicable Golf Course Real Property (except or any part thereof, to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents transfer such services and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; providedbilling therefor to GE Capital, however, that if any rents under any leases shall be accrued and unpaid effective at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCoClosing, and REIT to issue a final ▇▇▇▇ to Sellers for such utility service. Buyers shall remit refund to Sellers any such sums payments previously made by Sellers for utility services furnished or to OpCo within ten (10) days be furnished after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributableClosing, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is locatedthan deposits. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date).

Apportionments. The terms (a) On the Closing Date and provisions as of the Effective Time, Purchaser and Seller shall apportion the following obligations, expenses and prepayments with respect to the Owned Real Property, Leased Real Property, Business and Assets (which, with the exception of the costs described under subsection (iv) of this Section 2.7 shall apply with respect 3.03(a), are subject to each of subsequent adjustment pursuant to Section 3.03(b)): (i) the Real Properties set forth on Schedule 2.7 ad valorem taxes, assessments and fees (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “ApportionmentsReal Property Taxes”) hereunder for each Golf Course on such tax-year or fiscal-year basis or other period, as the case may be, as such Real Property shall Taxes may be jointly prepared by OpCo and REIT on levied or before the Effective Date assessed, estimated on the basis of actual the last available tax ▇▇▇▇; (ii) if arrangements cannot be made for separate billing, any apportionable utility charges and estimated amounts as provided any other charges that are properly apportionable in Section 2.7(b) accordance with the terms of this Agreement. In ; (iii) prepayments under the event Assigned Contracts assumed by Purchaser and any Apportionments made under this Agreement shall prove other prepayments exclusively related to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during Restaurants; (iv) the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount aggregate estimated costs of completion of all of the Apportionments requirements reflected in excess of the amount to facility assessment reports (“FARs”), for which it is entitled hereunder, such party shall remit such excess amount Purchaser will receive a credit to the other party within ten Closing Amount on the Closing Statement equal to 50% of such estimated costs; and (10v) days after such determination. The Apportionments, as adjustedpersonal property taxes, if applicableany, during said ninety (90) day period shall be conclusive on the Equipment and binding on OpCo and REITother Personal Property. (b) The Not later than ninety (90) days following the Closing Date (or if such date is not a Business Day, the immediately-following Business Day), Seller shall be apportioned prepare and furnish to Purchaser a reconciliation that shall set forth the actual Inventory and Special Item amounts as of the close Effective Time, the proration of business obligations, expenses and prepayments in respect of the Restaurants as of the Effective Time (including those contemplated by Section 3.03(a) above) and DB02/0502991.0000/9783465.8 WP01 the final out-of-pocket costs and expenses for the reimaging projects described in Schedule 2.05(a)(ii) that were not reconciled at or prior to Closing. Real Property Taxes and other taxes, and all other expenses and charges relating to the ownership and/or occupancy, as applicable, of the Owned Real Property, Leased Real Property and Assets, shall be shared on a pro rata basis in proportion to the period of ownership or occupancy of Seller, on the day immediately preceding one hand, and Purchaser, on the Effective Date: other hand. Purchaser shall review such reconciliation and shall notify Seller of any objections to any amounts shown within fifteen (15) days after receipt. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the reconciliation and Seller will make reasonably available the employees of Seller responsible for and knowledgeable about the information used in, and the preparation of, the reconciliation. If such reconciliation provides that Purchaser owes Seller any amount, then Purchaser shall pay such amount shown as owed to Seller within thirty (30) days after the later to occur of (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis receipt by Purchaser of the respective fiscal years for which each is assessed; reconciliation, or (ii) water rates and charges, unless the direct responsibility resolution of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated all objections timely raised by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied Purchaser to the applicable Golf Course Property reconciliation. If such reconciliation provides that Seller owes Purchaser any amount, then Seller shall pay such amount shown as owed to Purchaser within thirty (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (1030) days after the later to occur of (A) receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion by Purchaser of the monies so received reconciliation, or (B) the resolution of all objections timely raised by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect Purchaser to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is locatedreconciliation. (c) In addition to the adjustments and payments contemplated above, Seller and Purchaser agree to make payments to each other on a timely basis with respect to amounts and adjustments not correctly ascertainable pursuant to Section 3.03(a) and Section 3.03(b) when the correct amount of any amounts to be adjusted or apportioned pursuant to this Section 3.03 are ascertained. (d) Within nine (9) months after each of the Reimaged Restaurants reopens after being reimaged, Seller will furnish to Purchaser a reconciliation comparing the final costs actually incurred by Seller in connection with reimaging the applicable Reimaged Restaurant (the “Final Actual Costs”) to the estimated costs set forth on Schedule 2.05(a)(ii) (the “Estimated Costs”). If any refund of real property taxes or assessmentsthe Final Actual Costs for a Reimaged Restaurant exceed the Estimated Costs for that Reimaged Restaurant by more than five percent (5%), water rates Purchaser shall pay to Seller an amount equal to the amount that is over and charges or sewer taxes exceeds such five percent (5%) threshold. If the Estimated Costs for a Reimaged Restaurant exceeds the Final Actual Costs for that Reimaged Restaurant by more than five percent (5%), Seller shall pay to Purchaser an amount equal to the amount that is over and rents exceeds such five percent (5%) threshold. Any payment required pursuant to this Section 3.03(d) shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, responsible Party (i) within thirty (30) days of Seller’s delivery of the reconciliation and shall first be applied to (ii) by wire transfer of immediately available funds in accordance with written instructions provided by the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date)other Party.

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned and/or addressed between Seller and Purchaser at the Closing as of the close 11:59 p.m. of business on the day immediately preceding the Effective Date: Closing Date (the "Cut-Off Time"): (i) real property taxesProperty Taxes, assessments billed together with Property Taxes, water charges, sewer taxes rents and rentsvault charges, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereofif any, on the basis of the respective fiscal years years, respectively, for which each is same have been assessed; ; (ii) water rates charges and charges, unless payments under the direct responsibility of any tenant of the applicable Golf Course Property; Contracts or permitted renewals or replacements thereof assumed by Purchaser; (iii) any prepaid items, including, without limitation, fees for Licenses which are transferred to Purchaser at the Closing and annual license, permit and inspection fees; (iv) utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings; (v) deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with Property if same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller; (vi) trade association dues and trade subscriptions, if any; ; and (ivvii) fuel (such other items as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) are customarily apportioned between sellers and steam, gas, electricity charges and all other utilities which are supplied purchasers of real properties of a type similar to the applicable Golf Course Property (except to and located in the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month jurisdiction in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is located. (cb) If any refund the Closing shall occur before a new Property Tax rate is fixed, the apportionment of real property taxes or assessments, water rates and charges or sewer taxes and rents Property Taxes at the Closing shall be made after upon the Effective Date and is received by REIT or OpCo, basis of the same shall be held in trust by old tax rate for the receiving party, and shall first be preceding fiscal year applied to the unreimbursed costs incurred latest assessed valuation. (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 obtaining installments, but which are not included on the sameProperty Tax ▇▇▇▇, 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 balancepurposes of this Agreement, all the unpaid installments of any such assessment which are to become due and payable on or after the Closing 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 be paid provide, or shall cause the Manager to OpCo 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 Effective DateClosing Date (collectively "Seller's Accounts Receivable"). Purchaser shall purchase all of Seller's Accounts Receivable from Seller that are no older than fifteen (15) days past due at Closing. Purchaser shall use reasonable efforts to collect Seller's Accounts Receivable that were more than fifteen (15) 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 "Advance Booking Deposits") shall be 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 REIT 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 purchased by Purchaser. (j) Subject to Purchaser's obligation pursuant to Section 1.4(c) above, 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 period commencing with transfer or acquisition of accounts and licenses (including liquor licenses, if transferable) regarding the Effective Date)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.

Apportionments. (a) Real estate charges and assessments (other than Taxes addressed in Section 6.8(a)) affecting the Real Property, water and sewer rentals, prepaid license fees and other charges for licenses and permits with respect to the operation of the Real Property, municipal rubbish removal charges and other similar charges shall be apportioned pro rata between the Seller and the Purchaser on a per diem basis as of the Closing Date. If bills for such charges have not been issued as of the Closing Date, and if the amount of such charges for the then current year is not then known, the apportionment of such charges shall be made at Closing on the basis of the prior year's charges. After the Closing, upon receipt of the bills for the current year, the Seller and the Purchaser shall apportion the actual amount of such charges, and, if either party paid more than its proper share thereof at the Closing, the other party shall promptly reimburse such party for the amount so expended. The terms and provisions of this Section 2.7 2.8(a) shall apply with respect to each of survive the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REITClosing. (b) The following Seller shall use commercially reasonable efforts to cause, not more than five Business Days prior to the Closing Date, to the extent reasonably practical, all meters measuring the consumption of water, gas, steam, electricity or other utilities to be read, and the apportionment to be made on account of such utilities pursuant to this Section 2.8 shall be apportioned as of made pursuant to such readings (with a reasonable adjustment to bring down such readings to the close of business on the day midnight immediately preceding the Effective Closing Date: (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied on a per diem basis with respect to the days elapsed through the Closing Date as related to the fiscal year or assessed against the applicable Golf Course Property or the use thereof, on the basis billing period of the respective fiscal years authority, utility or other person levying or charging for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all such utilities or other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collecteditems; provided, however, that that, if any rents under any leases shall and to the extent meter readings cannot be accrued and unpaid at obtained prior to the Effective Closing Date, the rents collected Closing shall be completed on the basis of estimates therefor prepared by REIT on or the applicable utility company, and after the Effective Date Closing, when such meter readings have been obtained, if either party paid more than its proper share thereof at the Closing, the other party shall first be applied to all rents due and payable promptly reimburse such party for the calendar month in which amount so expended. The provisions of this Section 2.8(b) shall survive the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is locatedClosing. (c) If any refund All amounts of real property taxes or assessmentsrent, water rates additional rent paid and other charges or sewer taxes and rents shall be made after apportioned on a per diem basis as of the Effective Date and is received by REIT or OpCo, Closing Date. The provisions of this Section 2.8(c) shall survive the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date)Closing.

Apportionments. The terms and provisions following apportionments shall be made between the parties at the Closing as of this Section 2.7 shall apply with respect 11:59 pm local time at the Property on the day immediately prior to each of the Real Properties set forth on Schedule 2.7 Closing Date (each, a “Golf Course Property” and collectively, the “Golf Course PropertiesApportionment Date”).) and the apportionate adjustments shall be made to the Purchase Price: (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reasonreal estate taxes, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date: (i) real personal property taxes, sewer taxes special assessments and rentsvault charges, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereofif any, on the basis of the respective fiscal years year for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are levied, imposed or assessed, and regardless of which the direct responsibility of any tenant same become a lien or are payable (which apportionments shall be calculated on the basis of the applicable Golf Course Propertymost recent available tax ▇▇▇▇ if the current ▇▇▇▇ is not then available); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; [NOTE: TAX PRORATIONS IN ▇▇▇▇ COUNTY, IL ARE GENERALLY HANDLED DIFFERENTLY: provided, however, the parties acknowledge that if any rents under any leases real estate taxes are paid one year in arrears in two installments, with the final amount of taxes for a year being definitively determined when the second installment ▇▇▇▇ for such year is issued in the succeeding calendar year. If the 2014 second installment ▇▇▇▇ is not issued prior to the Closing, then the remaining unpaid 2014 taxes and the portion of 2015 taxes relating to the period from January 1, 2014 through the day immediately preceding the Closing shall be prorated at Closing based on the final 2013 taxes and shall be re-prorated when the 2014 second installment ▇▇▇▇ is issued based on the actual 2014 taxes, and then again re-prorated in 2016 when and at such time as each 2015 installment ▇▇▇▇ is issued. If the 2014 second installment ▇▇▇▇ is issued prior to the Closing, then Seller shall either pay such final installment prior to Closing or provide Buyer with a credit for the amount of the second installment, and the portion of 2015 taxes relating to the period from January 1, 2015 through the day immediately preceding the Closing shall be prorated at Closing based on the final 2014 taxes, and then again re-prorated in 2016 when and at such time as each 2015 installment ▇▇▇▇ is issued.] (b) amounts which have been prepaid, accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents are due and payable under the Contracts, Equipment Leases and Permits; (c) all rental payments due for the calendar month in which Closing occurs received by Seller from tenants under the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period Space Leases prior to the month immediately preceding Closing Date. Buyer shall receive a credit for all assignable security deposits held by Seller under the calendar month in Space Leases which the Effective Date occurs. Any sums received by REIT are not transferred to which OpCo is entitled Buyer, and Buyer thereafter shall be held obligated to refund or apply such deposits in trust for OpCo on account accordance with the terms of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereofSpace Leases; (vid) all charges prepaid advertising expenses; (e) commissions of credit and payments under any service contracts in effect with respect to the applicable Golf Course Propertyreferral organizations; and (viif) all other income from charges and expense relating to the applicable Golf Course Property of every type fees customarily prorated and nature as is customary with the closing of a commercial property transaction adjusted in the city and state similar transactions in which the applicable Golf Course Property is located[State: _________________]. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date).

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following items shall be apportioned as of the close 11:59 PM of business on the day immediately preceding the Effective Closing Date as though Purchaser held title to the Properties during the Closing Date:. (i) real property taxesFixed rents, sewer additional rents, percentage rents and all other sums and credits due or payable under the Leases for the month (or, with respect to additional rents, percentage rents and other sums, the applicable period relating thereto) in which the Closing Date occurs shall be apportioned to the extent collected under the Leases, subject to part (b) of this Section 8.1; (ii) Real estate taxes and rents, vault personal property taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof(if any), on the basis of the respective fiscal years year for which each is the same are levied, imposed or assessed; , subject to part (iic) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Propertythis Section 8.1; (iii) annual licenseFees and charges under the Service Contracts that are being assigned to and assumed by Purchaser at the Closing, permit and inspection fees, if any;on the basis of the periods to which such Service Contracts relate; and (iv) fuel Charges for water, sewer rents, electricity, steam, and gas, which are not metered or otherwise charged directly to tenants by the provider; provided that if the consumption of any of such utilities is measured by meters, the Seller on the Closing Date shall furnish a current reading of each meter; and provided further, 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 basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued. (b) If any additional rents, percentage rents or other sums under the Leases (including expense reimbursement payments) (collectively, the “Lease Obligations”) are payable or accruable under the Leases on the basis of estimates or formulae and are subject to adjustment after the Closing Date, such rents shall be apportioned on the Closing Date on the basis of the sums actually paid by the Tenants under the Leases to Seller on account of such rents and/or expenses prior to the Closing Date, and will be subject to reapportionment on the basis of the rents and expenses as finally determined to be owing and collected under the Leases. If Leases contain Lease Obligations payable by Tenants which have accrued as of the Closing Date but are not then due and payable, the amount of such Lease Obligations shall not be prorated as of the Closing Date but shall be allocated and paid as hereinafter provided. No later than five (5) Business Days before Closing, Seller shall deliver to Purchaser its good faith calculation of the Lease Obligations incurred and collections received for the period prior to the Closing Date (the “Pre-Closing Reconciliation”) and provide such Pre-Closing Reconciliation to Purchaser, including but not limited to an estimated by OpCo’s supplier, at OpCo’s costreconciliation of charges for 2021, together with sales tax) supporting documentation. All prorations and steam, gas, electricity charges reconciliations shall be subject to Purchaser’s review and all other utilities which are supplied approval. Any overpayments shown on the Pre-Closing Reconciliation shall be credited to the applicable Golf Course Property (except Purchaser at Closing. Any underpayments shall be remitted to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property Seller as and when collected; collected by Purchaser as hereinafter provided. In the event the 2021 reconciliations shall not have been finalized as of Closing, howeverSeller shall continue to be responsible for the preparation thereof in accordance with the Leases by not later than ninety (90) days after Closing, that if and any rents under any leases additional underpayments or overpayments determined based on such final reconciliation shall then be reconciled between Seller and Purchaser as hereinabove and hereinafter provided. All amounts collected by Purchaser or Seller from Tenants after the Closing Date will be applied pursuant to Section 8.1(d). Either party may inspect, during normal business hours and upon reasonable prior written notice, the other’s records related to the Properties to confirm the calculations contemplated hereby. If the Closing shall occur before the real estate tax rate is fixed, the apportionment of real estate taxes shall be accrued and unpaid at based upon the Effective Date, tax rate for the next preceding year applied to the latest assessed valuation. Final adjustment will be made upon the actual tax amount when determined. (c) Any rents or other Lease Obligations collected by REIT on the Seller or Purchaser after the Effective Closing Date shall first be applied first to all rents the calendar month in which they are collected, then to the rentals due and payable for the calendar month (or, with respect to additional rents, percentage rents and other sums, the applicable period relating thereto) in which the Effective Closing occurs, if unpaid, then to any months (or other applicable periods if past due) subsequent to the month (or other applicable period if past due) in which the Closing Date occurs; next , and then to all rent any rents or other Lease Obligations past due OpCo and payable for the month immediately calendar months (or other applicable periods) preceding the calendar month (or other applicable period) in which the Effective Closing Date occurs; next occurs (the “Arrears”). Any rents or other Lease Obligations collected by Purchaser that are to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent Arrears pursuant to the preceding sentence shall be held by the Purchaser for the account of delinquent rents the Seller, and, after deducting therefrom all reasonable third-party expenses incurred in connection with the collection thereof, the Purchaser shall remit the same to the Seller. For a period of one hundred fifty (150) days after the Closing Date, Purchaser shall make good faith efforts to collect any Arrears from the Tenants; provided, however, Purchaser will not be required to institute any proceeding to collect any such Arrears. Seller agrees not to commence any collection action or to terminate any Lease after the Effective Date without Purchaser’s consent, not to be unreasonably withheld, and Seller further agrees not to attempt to collect Arrears from any Tenant with a Lease that remains in effect as of Closing, provided, however, that, the foregoing prohibition shall not apply to Gold’s Gym, Jem Industries and any other Tenant that has vacated or vacates its premises or the Lease for which has expired or been terminated prior to the Closing. Purchaser shall not waive any amounts owing with respect to Arrears owing for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT Closing nor modify any Lease so as to which OpCo is entitled shall be held in trust for OpCo on account of said past due reduce any base rents payable to OpCo, and REIT shall remit any or charges owed under such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is located. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (Lease for the period prior to the Closing without first obtaining Seller’s prior written consent. (d) All assessments (other than real estate taxes) imposed by any governmental agency for improvements to benefit the Properties (“Assessments”) that are completed or imposed before the Effective Date shall be paid by Seller to the extent allocable to the period prior to Closing. All other Assessments shall be paid by Purchaser. (e) Except for those amounts being retained in the Post-Closing Lease Escrow, all leasing commissions, finders’ fees, Tenant allowances and credits shall be paid in full by Seller or credited to Purchaser at Closing to the extent allocable to the period prior to Closing. (f) With respect to any residential units that (a) are not in “made-ready” condition on the Closing Date, and (b) have been vacant for more than five (5) Business Days prior to Closing, Purchaser shall receive a credit against the Purchase Price of Five Hundred Fifty and 00/100 Dollars ($550.00) per unit. For purposes hereof “made-ready” shall mean that vacant apartments have been thoroughly cleaned (including steam cleaning or similar deep cleaning of all carpeted areas, or carpet replacement if replacement would have been performed by Seller in the ordinary course of business prior to Closing if Seller was not selling the Property), walls cleaned or repainted consistent with Seller's past practices and that all apartments contain the following: (1) refrigerator-freezer unit in working condition; (2) dishwasher, garbage disposal, stove, oven, washer and dryer in working condition; (3) plumbing, heating, air conditioning, and electrical systems, all in good working order; (4) floors fully covered with a combination of tile or linoleum and carpeting; (5) blinds and/or drapes on all windows in good operating condition or better, and (6) there is no material damage to the doors, walls, ceilings, fixtures, floors or windows, such that the apartment unit is in a condition (consistent with the standards of similar units in the Property) for immediate rental and occupancy. (g) In addition, if any obvious error in either the calculations or amount of final figures used in any closing adjustment is discovered after Closing, Purchaser and Seller agree to correct such error promptly upon notice from the other party and to REIT use commercially reasonable efforts to correct such adjustment, provided, that, in all events, the parties shall make such adjustments, or confirm in writing that no such adjustments are necessary, within one hundred twenty (120) days after the end of the calendar year in which the closing occurs. Notwithstanding the foregoing, any party hereto not bringing to the attention of the other party, in writing within the period of one hundred twenty (120) days following the calendar year in which the closing occurs, a potential claim for a re-adjustment in prorations based on error, miscalculation or omission shall be deemed to have automatically waived and relinquished such claim. (h) The provisions of this Section 8.1 shall survive Closing for the period commencing with the Effective Date)Survival Period.

Apportionments. The terms (a) On the Closing Date and provisions as of this Section 2.7 the Effective Time, Purchaser and Seller shall apply apportion the following obligations, expenses and prepayments with respect to each of the Owned Real Properties set forth on Schedule 2.7 Property, Leased Real Property, Business and Assets (eachsubject to subsequent adjustment pursuant to Section 3.03(b)): (i) the ad valorem taxes, a “Golf Course Property” assessments and fees (collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “ApportionmentsReal Property Taxes”) hereunder for each Golf Course on such tax-year or fiscal-year basis or other period, as the case may be, as such Real Property shall Taxes may be jointly prepared by OpCo and REIT on levied or before the Effective Date assessed, estimated on the basis of actual the last available tax ▇▇▇▇, as set forth in the applicable Lease or Sublease; (ii) if arrangements cannot be made for separate billing, any apportionable utility charges and estimated amounts as provided any other charges that are properly apportionable in Section 2.7(b) accordance with the terms of this Agreement. In ; (iii) prepayments under the event Assigned Contracts assumed by Purchaser and any Apportionments made under this Agreement shall prove other prepayments exclusively related to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety Restaurants (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount including prepaid marketing or other expenses as of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten Closing); and (10iv) days after such determination. The Apportionments, as adjustedpersonal property taxes, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REITany. (b) The Not later than ninety (90) days following the Closing Date (or if such date is not a Business Day, the immediately-following Business Day), Seller shall be apportioned prepare and furnish to Purchaser a reconciliation that shall set forth the actual Inventory and Special Item amounts as of the close of business on Effective Time, the day immediately preceding the Effective Date: (i) real property taxesactual amounts for items listed in Section 2.05(a)(ii), sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license), permit and inspection fees, if any; (iv) fuel and (v), hereof, and the proration of all obligations, expenses and prepayments in respect of the Restaurants as estimated of the Effective Time (including those contemplated by OpCo’s supplierSection 3.03(a) above). For the avoidance of doubt, at OpCo’s cost, together the Parties agree that Purchaser shall assume all construction and development obligations and liabilities with sales tax) and steam, gas, electricity charges and all other utilities which are supplied respect to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant Future Restaurants as of the applicable Golf Course Property); (v) rents Effective Time, and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases therefore Purchaser shall be accrued responsible for all costs of construction and unpaid development that are incurred at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection Time with respect to the period after Future Restaurants. Real Property Taxes and other taxes, and all other expenses and charges relating to the calendar month in which ownership and/or occupancy, as applicable, of the Effective Date occurs; Owned Real Property, Leased Real Property, and the balance Assets, shall be applied shared as set forth in the applicable Lease or Sublease. Purchaser shall review such reconciliation and shall notify Seller of any objections to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo amounts shown within ten fifteen (1015) days after receipt thereofreceipt. OpCo agrees If such reconciliation provides that if OpCo receives Purchaser owes Seller any amounts after the Effective Date which are attributableamount, in whole or in part, then Purchaser shall pay such amount shown as owed to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled Seller within ten thirty (1030) days after the later to occur of (i) receipt thereof; by Purchaser of the reconciliation, or (viii) the resolution of all charges and payments under any service contracts in effect with respect objections timely raised by Purchaser to the applicable Golf Course Property; and reconciliation. If such reconciliation provides that Seller owes Purchaser any amount, then Seller shall pay such amount shown as owed to Purchaser within thirty (vii30) days after the later to occur of (A) receipt by Purchaser of the reconciliation, or (B) the resolution of all other income from and expense relating objections timely raised by Purchaser to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is locatedreconciliation. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied In addition to the unreimbursed costs incurred in obtaining the sameadjustments and payments contemplated above, Seller and the balance, if any, shall be paid Purchaser agree to OpCo (for the period prior make payments to the Effective Dateeach other on a timely basis with respect to amounts and adjustments not correctly ascertainable pursuant to Section 3.03(a) and Section 3.03(b) when the correct amount of any amounts to REIT (for the period commencing with the Effective Date)be adjusted or apportioned pursuant to this Section 3.03 are ascertained.

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations following shall be apportioned between Seller and apportionments Purchaser (based on the periods to which they relate and are applicable, and regardless when payable, except as otherwise expressly provided to the contrary) as of 11:59 p.m. on the day immediately preceding the Closing Date (the “ApportionmentsApportionment Date”), such that Purchaser shall be treated as the owner of the Property for purposes of prorations of income and expenses, on and after the day of Closing: (i) all (x) fixed or so-called base rent payment obligations (“Fixed Rents”) hereunder and (y) reimbursement obligations or payment obligations in respect of operating expenses, real estate taxes, percentage rent, if applicable, and other charges (collectively, “Additional Rent,” and together with Fixed Rents, shall hereinafter be referred to collectively as, “Rents”) pursuant to Leases for the month in which the Closing occurs, shall, unless otherwise provided in Section 8(b) hereof, be apportioned between Purchaser and Seller based upon the number of days during the month in which the Apportionment Date occurs that each Golf Course party actually owned the Property; (ii) real estate taxes are to be apportioned based on Section 8(c) hereof. Sewer rents and taxes, water rates and charges (to the extent not accounted for pursuant to clause (i) above or (iii) below), vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Premises (collectively, with real estate taxes, “Property shall be jointly prepared by OpCo and REIT on or before the Effective Date Taxes”), on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove respective periods for which each is assessed or imposed, are to be incorrect apportioned in accordance with Section 8(c) hereof; (iii) charges for any reason, then either party all utilities (to the extent not paid directly by tenants under the Leases) and other due and unpaid operating expenses shall be entitled paid by Seller (and apportioned if necessary) in accordance with Section 8(d) hereof; (iv) prepaid fees for licenses and other permits, including, without limitation, any fees payable to an adjustment the City of Chicago under the Pedestrian Bridge Agreement, assigned to correct Purchaser at the same during the ninety Closing (90) day which cover any period after the Effective Date. To Closing); (v) any amounts prepaid or payable by the owner of the Property under Contracts (if any) which are to be assumed by Purchaser at Closing; and (vi) the annual fee payable by Metra for the year in which Closing occurs relating to the “Commuter Facilities Easement” and other rights granted to Metra under the Metra Declaration; and (vii) all other operating expenses with respect to the Premises to the extent it such matters are customarily apportioned in connection with real estate closings of commercial properties located in downtown Chicago, Illinois. (i) Any past due and delinquent Fixed Rents or Additional Rent owing by any tenant for any period through the Apportionment Date shall not be prorated. If, on the Apportionment Date, there are any past due Fixed Rents or Additional Rent owing by any tenant for any period through the Apportionment Date, Purchaser shall use its commercially reasonable efforts to collect the same after the Closing Date by billing such tenant (provided Purchaser shall not be obligated to institute legal proceedings against any tenant or guarantor with regard to the same, but Seller shall retain its right to institute legal proceedings or pursue other remedies against such tenant or guarantor after the Closing Date in the event payment has not been received within sixty (60) days after Closing so long as such proceeding does not seek a termination of the Lease or eviction of such tenant). Purchaser shall not compromise or settle any such rent arrearages without Seller’s prior written consent. Any Fixed Rent and Additional Rent received (net of Purchaser’s reasonable costs of collection) from any tenant or guarantor on or after the Closing Date shall be determined that applied in the following order of priority (without duplication): (A) first, to current Fixed Rent and Additional Rent due and payable under such Lease, (B) second, to Fixed Rent and Additional Rent arrearages with respect to for the period following the month in which the Closing Date occurs and for all subsequent periods thereafter, (C) third, to Fixed Rent and Additional Rent arrearages with respect to the month in which the Closing Date occurs (subject to apportionment pursuant to Section 8(a) above), (D) fourth, to Fixed Rent and Additional Rent arrearages with respect to the period prior to the month in which the Closing Date occurs, and (E) all other Fixed Rent and Additional Rent collected shall belong to Purchaser, provided, however, if any Fixed Rent and/or Additional Rent payment is specifically marked or readily ascertainable as payment for a party was initially allocated any particular month during which Seller owned the Property and (x) such tenant’s Fixed Rent and/or Additional Rent was, in fact, in arrears for such month and (y) Seller has not received Fixed Rent and/or Additional Rent from said tenant for such month pursuant to this Section 8(b), then such Fixed Rent and/or Additional Rent payment shall belong to Seller (and if said Fixed Rent and/or Additional Rent payment is made by check payable to Purchaser, Purchaser shall endorse the check and promptly deliver the same to Seller). Any Fixed Rents and/or Additional Rent received directly or indirectly by Seller or Purchaser following the Apportionment Date which are the property of the other, shall be held in trust and paid to the other within ten (10) Business Days following receipt thereof. (ii) Except as is otherwise provided in the Leases, certain tenants under Leases pay their proportionate share of Additional Rent, which in most cases, provides for payments of monthly estimates with an adjustment at the end of each fiscal year applicable to such Additional Rent. Additional Rent is determined, in most cases, with respect to a fiscal year commencing January 1, and ending December 31. All amounts received by Seller as interim payments of Additional Rent before the Closing Date shall be prorated between the Seller and Purchaser, based on a year-to-date reconciliation completed by Seller’s property manager, of the actual Additional Rent collected by Seller to the underlying operating expenses to which they relate. If, as of Closing, Seller has received Additional Rent in excess of the expenses incurred by Seller which are reimbursable as Additional Rent prior to the Closing Date, Purchaser shall receive a credit in the amount of such excess at Closing. If, as of the Apportionments Closing Date, Seller has incurred expenses reimbursable as Additional Rent in excess of the amount of Additional Rent actually received from tenants, Seller shall receive a credit in the amount of such deficiency at Closing. As soon as practicable after the Closing, Seller and Purchaser shall fully cooperate with one another in good faith re-prorating such Additional Rent at the time that such estimates are actually adjusted or reconciled pursuant to which it the term of the Leases. Any amounts due by Purchaser or Seller, as applicable, from such re-proration shall be paid within fifteen (15) Business Days after the same is entitled hereunderdetermined (except that any amounts due by Purchaser that is to be paid by tenants shall not be payable to Seller until Purchaser collects the same from such tenants). (c) Property Taxes shall be apportioned on a cash basis, such that Property Taxes for the Premises for the calendar year preceding the calendar year in which the Closing occurs (which are due and payable in the calendar year in which the Closing occurs) (the “Apportioned Property Taxes”) shall be prorated on the basis of 100% of the most recent ascertainable full-year tax ▇▇▇▇ for the Premises, it being agreed that Property Taxes for the Premises for the calendar year in which the Closing occurs (which are due and payable in the calendar year following the calendar year in which the Closing occurs) and subsequent years shall not be prorated and shall be the sole responsibility of Purchaser. If the Closing Date shall occur before the issuance of a full-year tax ▇▇▇▇ for the Apportioned Property Taxes, the Property Taxes shall be reprorated by the parties within ten (10) Business Days after the issuance of the actual tax ▇▇▇▇ and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other based on such recalculation. Seller hereby expressly reserves the right to continue, commence and conduct any tax abatement or reduction proceedings relating to the Premises in respect of real estate taxes for the calendar year 2012 (due and payable in the calendar year 2013) (subject to apportionment as stated below) and for all prior real estate tax years, subject to Seller’s compliance under the Leases for reconciliation with the tenants of any amount of tax abatement or refunds obtained, and Purchaser shall have the right to commence and conduct any tax abatement or reduction proceedings relating to the Premises for the calendar year 2013 (due and payable in the calendar year 2014) and all subsequent years, subject to Purchaser’s compliance under the Leases for reconciliation with the tenants of any amount of tax abatement or refunds obtained. Seller shall not have the right to contest or appeal any assessments or real estate taxes for the year 2013 (due and payable in the calendar year 2014). Seller shall have the sole right and discretion to compromise or settle any tax certiorari or reduction proceedings relating to the Premises for the calendar year 2012 (due and payable in the calendar year 2013) and all prior real estate tax years, subject to Seller’s compliance under the Leases for reconciliation with the tenants of any amount of tax abatement or refunds obtained. Purchaser agrees to reasonably cooperate with Seller in all such proceedings at no cost, expense, liability or potential liability to Purchaser. As between Purchaser and Seller (subject to the rights, if any, of tenants under the Leases), real estate tax refunds for periods prior to the calendar year 2012 (due and payable in the calendar year 2013), shall be the sole property of Seller. As between Purchaser and Seller (subject to the rights, if any, of tenants under the Leases), real estate tax refunds for periods the calendar year 2013 (due and payable in the calendar year 2014) and subsequent calendar years shall be the sole property of Purchaser. Real estate tax refunds and credits received after the Closing Date which are attributable to the calendar year 2012 (due and payable in the calendar year 2013) shall be apportioned between Seller and Purchaser, after deducting the expenses of collection thereof. To the extent received by either party, sums payable to the other party hereunder shall remit such excess amount be held by the receiving party as a trust fund, and remitted to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REITBusiness Days of receipt. (bd) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date: (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to To the extent the same are not paid directly by tenants under the direct responsibility Leases, Purchaser and Seller hereby acknowledge and agree that the amounts of any tenant of the applicable Golf Course Property); all telephone, electric, gas, steam, sewer, water bills, trash removal bills, and janitorial and maintenance service bills (vcollectively, “Utilities”) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect relating to the period after the calendar month in which the Effective Date occurs; Property and the balance shall be applied allocable to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Closing Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCodetermined and paid by Seller before Closing, if possible, or shall be paid thereafter by Seller or adjusted between Purchaser and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts Seller after the Effective Date same have been determined. Seller shall attempt to have all utility meters read as of one (1) Business Day prior to the Closing Date. Seller shall promptly pay all unpaid bills, which are attributableobligation shall survive Closing. Seller shall further attempt to obtain from the provider of same, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion all other service statements and bills of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof;account. (vie) all charges Leasing Commissions (as defined below) and payments under any service contracts in effect Tenant Inducement Costs (as defined below) payable with respect to the applicable Golf Course Property; and (viiany Leases shall be allocated as set forth in this Section 8(e) all other income from between Seller and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is locatedPurchaser. (ci) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents Seller shall be made responsible only for payment of (x) all Leasing Commissions and Tenant Inducement Costs, including, without limitation, rent abatement concessions whether attributable to periods occurring prior to or after the Effective Closing, under any Lease documents executed and in existence as of October 3, 2013 (lists of which are attached hereto as Schedules E and K), but expressly excluding the obligation to re-carpet, repaint or replace wall coverings under the GSA Leases if the GSA has not given written notice of the need thereof prior to the Closing Date, and (y) all Leasing Commissions and/or Tenant Inducement Costs due and payable in connection with those Pending Lease Transactions (as hereinafter defined) listed on Schedule N attached hereto which have been finalized and completed pursuant to written Lease documentation as of the Closing Date (the “Finalized Pending Lease Transactions”). For the avoidance of doubt, in no event shall Seller be responsible for, or to pay or give Purchaser credit for, (A) the cost to re-carpet, repaint or replace wall coverings under the GSA leases if the GSA has not given written notice of the need thereof prior to the Closing Date, (B) Leasing Commissions and/or Tenant Improvement Costs, including, without limitation, rent abatement concessions, arising in connection with, or granted under, any new Leases, any amendments to existing Leases or any options, extensions, renewals, expansions or any other obligations of the landlord exercised or executed on or after October 3, 2013 under existing Leases other than for the Finalized Pending Lease Transactions, or (C) costs for any capital improvements and repairs to the Premises other than as may be set forth in the Finalized Pending Lease Transactions (and also subject to the terms of Sections 8(g) and 10(c) below). To the extent that Seller has not paid any of the Tenant Improvements Costs and/or Leasing Commission for which it is received by REIT or OpCoexpressly responsible hereunder as of the Closing Date, then Purchaser shall receive a credit at Closing against the Purchase Price for any such unpaid amounts and Purchaser shall assume, in writing, the same obligation to pay any such unpaid amounts. (ii) Purchaser shall be held in trust by the receiving partyresponsible for, and shall first be applied pay when due, the following Leasing Commissions and/or Tenant Inducement Costs (including rent abatement concessions) under the Leases: (1) the cost to re-carpet, repaint or replace wall coverings under the GSA Leases for which written notice of the need thereof has been given by the GSA on or after the Closing Date, (2) all Leasing Commissions and/or Tenant Inducement Costs (including, without limitation, rent abatement concessions,) arising under all new Leases or any amendments to existing Leases exercised or executed on or after October 3, 2013 and approved (or deemed approved) by Purchaser in accordance with the terms of Section 10(b)(i) of this Agreement other than for the Finalized Pending Lease Transactions and (3) all Leasing Commissions and/or Tenant Inducement Costs (including, without limitation, rent abatement concessions,) arising under any options, extensions, renewals, expansions or any other obligations of the landlord exercised or executed on or after October 3, 2013 under existing Leases other than for the Finalized Pending Lease Transactions, but only to the unreimbursed costs incurred extent the amounts of such Leasing Commissions and/or Tenant Inducement Costs are disclosed in obtaining the sameDue Diligence Materials (including, without limitation, Seller’s existing property management and the balance, if any, shall be paid to OpCo (leasing agreements for the period Property) provided to Purchaser prior to the Effective Date) and expiration of the Inspection Period or are otherwise disclosed in writing to REIT (Purchaser prior to the expiration of the Inspection Period. In connection therewith, Seller shall retain liability for the period commencing payment of any Leasing Commissions and/or Tenant Inducement Costs (x) due and payable in connection with the Effective Date).Finalized Pending Lease Transactions, (y) contained in new Leases or any amendments to existing Leases exercised or executed on or after October 3, 2013 in violation of the terms of Section 10(b)(i) of this Agreement and (z) arising under any options, extensions, renewals, expansions or any other obligations of the landlord exercised or executed on or after October 3, 2013 under existing Leases, but only to the extent the amounts of such Leasing Commissions and/or Tenant Inducement Costs were not disclosed in

Apportionments. The terms and provisions following apportionments shall be made between the parties at the Closing as of this Section 2.7 shall apply with respect 11:59 p.m. (the "Cut-Off Time") on the day immediately prior to each of the Real Properties set forth on Schedule 2.7 Closing Date (each, a “Golf Course Property” and collectively, the “Golf Course Properties”"Apportionment Date"). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reasonreal estate taxes, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date: (i) real personal property taxes, sewer taxes special assessments and rentsvault charges, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereofif any, on the basis of the respective fiscal years period for which each is assessed; (iib) fuel oil in the tank at the Property, if any, (based upon invoice cost, first in, first out), water rates and chargessewer service charges and charges for gas, unless electricity, telephone and all other public utilities. If there are meters measuring the direct responsibility consumption of any tenant water, gas or electric current, Seller, not more than one day prior to the Apportionment Date, if possible, shall cause such meters to be read, and shall pay all utility bills for which Seller is liable upon receipt of statements therefor. Purchaser shall be responsible for causing such utilities and services to be changed to its name and shall be liable for and shall pay all utility bills for services rendered after the applicable Golf Course PropertyApportionment Date. All utility adjustments will be made by the parties outside of Closing; (iiic) annual licenseamounts which have been paid or are payable under the Service Contracts, permit Equipment Leases, Space Leases, Consulting Agreement and inspection fees, if anyBrackets Lease assigned to and assumed by Purchaser at Closing; (ivd) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property)prepaid advertising expenses; (ve) rents commissions of credit and referral organizations; and (f) all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collectedfees customarily prorated and adjusted in similar transactions; providedit being understood, however, that if any rents under any leases the Purchase Price shall be accrued include all Inventories, whether opened or unopened, including alcoholic and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is locatednon-alcoholic beverage inventory. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date).

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property following items shall be jointly prepared by OpCo apportioned as of 11:59 p.m. of the day immediately preceding the Closing Date: (i) Fixed rents, additional rents, percentage rents, prepaid rents and REIT on all other sums and credits due or before payable under the Effective Date Leases (including, without limitation, operating expense escalation payments and real estate tax escalation payments, if any, payable under the Leases), as and when collected, subject to part (b) of this Article; (ii) Real estate taxes and personal property taxes (if any), on the basis of actual and estimated amounts as provided in Section 2.7(bthe calendar year for which the same are levied, imposed or assessed, subject to part (e) of this AgreementArticle; (iii) Charges for water, sewer rents, electricity, steam, gas and telephone, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any of such utilities is measured by meters, Seller on the Closing Date shall furnish a current reading of each meter; and provided, further, 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 basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued; (iv) Fuel, if any, at Seller’s cost therefor (as determined by its fuel supplier); (v) Amounts paid or payable pursuant to Executory Contracts that will be assumed by Purchaser pursuant to Section 4.4 above, provided same are not otherwise charged directly to the Tenants; (vi) If on the Effective Date, the Property or any part thereof shall be affected by an assessment or assessments which are or may become payable in installments or a lump sum, Seller shall be responsible for any installments which are then a charge or lien or which are otherwise certified as of the Closing Date and Purchaser shall be responsible for all other installments of any such assessment; (vii) Any amounts payable by parties under agreements affecting or encumbering the Property including, without limitation, the Condominium Documents and the OEA; and (viii) Such other items as are customarily apportioned in accordance with real estate closings of commercial properties in the jurisdiction in which the Property is located. (b) If, on the Closing Date, any items of additional rent (including real estate tax and operating expense escalations) or percentage rent under the Leases (collectively, “Lease Obligations”) shall not have been ascertained and cannot be finalized prior to the Closing Date, then as soon as such information is available or ascertainable, but not later than one hundred and twenty (120) days after the end of the calendar year in which Closing occurs, Seller shall provide to Purchaser Seller's proposed reconciliation of Lease Obligations incurred and collections received for the period of Seller's ownership of the Property, including, without limitation, a final statement of (i) all operating expenses for the Properties which are actually paid by Seller and permitted to be passed through to Tenants, as applicable, with respect to the portion of the calendar year occurring before the Closing, together with copies of all documentation evidencing the foregoing, including copies of third-party invoices and copies of Seller’s books and records applicable thereto, and (ii) all estimated payments of operating expenses and/or common area maintenance costs under the Leases passed through to Tenants and received by Seller with respect to the reconciliation year (collectively, “Seller’s Proposed Reconciliation”). Purchaser shall review Seller’s Proposed Reconciliation and shall be responsible for preparing Purchasers' reconciliation of Lease Obligations incurred and collections received for the period of Purchaser's ownership of the Property ("Purchasers' Proposed Reconciliation"), and reconciling same with Seller's Proposed Reconciliation. To the extent, there is a discrepancy between Seller's Proposed Reconciliation and Purchaser's Proposed Reconciliation, Purchaser and Seller shall cooperate to reconcile same within one hundred and eighty (180) days after the end of the calendar year in which Closing occurs. In the event that there are no discrepancies between Seller’s Proposed Reconciliation and Purchaser’s Proposed Reconciliation or in the event of any Apportionments made under this Agreement shall prove to be incorrect for any reasondiscrepancies, then either party after reasonable agreement or a reasonable determination thereof, Seller and Purchaser shall be entitled to an adjustment their pro rata share of any Lease Obligations based on the pro rata shares of Lease Obligations actually incurred by such party. If the amount of Lease Obligations collected by Seller for such year is less than Seller's pro rata share of the actual aggregate Lease Obligations collected for such year, then Purchaser shall promptly remit the difference to correct the same during the ninety (90) day period after the Effective Date. To Seller only to the extent it shall be determined that a party was initially allocated any actually collected from the Tenants, but not otherwise. If the amount of Lease Obligations collected by Seller for the Apportionments calendar year in excess which the Closing occurs exceeds the pro rata share of the amount to which it is entitled hereunderactual aggregate Lease Obligations collected for such year, such party then Seller shall remit such excess amount amounts to the other party Purchaser within ten thirty (1030) days after such determination. The ApportionmentsUpon receipt of such excess amounts, as adjusted, if applicable, during said ninety (90) day period Purchaser shall be conclusive and binding on OpCo and REITpromptly remit the applicable portion to the particular Tenants entitled thereto. (bc) The following Seller or its affiliates and Purchaser shall maintain and make available to each other any books or records reasonably necessary for the adjustment of any item pursuant this Article. (d) Any rents collected by Seller or Purchaser after the Closing Date shall be apportioned held in trust for the other party and applied as of the close of business on the day immediately preceding the Effective Date: follows: (i) real property taxesfirst, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents rentals due and payable for the calendar month (or other applicable collection period) in which the Effective Closing occurs, if unpaid, (ii) to any months (or periods) subsequent to the month (or period) in which the Closing Date occurs; next , until all such outstanding amounts are paid in full, and (iii) to all rent any rents past due OpCo and payable for the month immediately periods preceding the calendar month (or period) in which the Effective Closing Date occurs; next occurs (the “Arrears”). Seller agrees to all rents due and payable at the time of such collection with respect remit to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo Purchaser within ten (10) days Business Days of receipt thereof any and all rents collected by Seller from and after receipt the Closing Date, and Purchaser shall thereafter promptly remit to Seller any such rents as to which Seller is entitled as hereinbefore provided in this clause (d). With respect to any such rents collected by Purchaser for the account of Seller, Purchaser may deduct therefrom all reasonable third party expenses incurred in connection with the collection thereof. OpCo agrees that if OpCo receives Purchaser shall have no obligation to commence any amounts actions or proceedings to collect any such Arrears, declare a default under any Lease or against any tenant or incur any material cost in connection with the collection of Arrears. From and after the Effective date hereof, Seller shall not be permitted to commence a lawsuit against existing Tenant for Arrears. (e) If the Closing Date which are attributableshall occur before the real estate tax rate is fixed, in whole or in part, the apportionment of real estate taxes shall be based upon the tax rate for the preceding year applied to any period after the Effective Date, OpCo latest assessed valuation. Final adjustment will be made upon the actual tax amount when determined. If Seller receives a refund of real estate taxes relating to the Property it shall promptly remit to REIT that portion Purchaser such refund (net of the monies so received reasonable expenses incurred by OpCo Seller) for distribution by Purchaser to which REIT is entitled within ten (10) days after receipt thereof;Tenants, as applicable, and any remaining balance applicable to Seller’s period of ownership shall be distributed by Purchaser to Seller. The parties agree to cooperate with each other to effectuate any such refunds. (vif) all charges and In the event that (i) any leasing commissions, tenant improvement allowances or inducement or incentive payments under any service contracts in effect payable with respect to the applicable Golf Course Property; and Leases (viiwhether such payment obligation accrues before or after Closing) all other income have not been paid by Seller prior to Closing, or (ii) a Tenant has made a payment to Seller in advance for more than one (1) month in advance or is entitled to any free rent or abatement of rent for the period from and expense relating after Closing, Purchaser shall be entitled to a credit against the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is locatedPurchase Price equal to such amounts. (cg) If For clarity, if any refund tenant is entitled to a credit against its rent payment in connection with prepaid rent or such tenant’s overpayment of real property taxes rent or assessmentsother sums owing to Seller under its Lease, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period extent such credit is not applied prior to the Effective Date) and to REIT (Closing, Purchaser shall receive a credit at Closing for the period commencing with the Effective Date)such amounts.

Apportionments. The terms following items shall be prorated as of 12:01 A.M. on the Closing and provisions of this Section 2.7 the net amount thereof shall apply with respect be added to each or deducted from, as the case may be, the amount of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, Purchase Price to be paid at the “Golf Course Properties”).Closing; (a) The prorations general real estate, personal property and apportionments (ad valorem taxes and assessments for the “Apportionments”) hereunder for each Golf Course Property current tax year of the Project. If any such taxes or assessments are payable in installments all installments due through the Closing together with the accrued but unpaid portion of any other installments not yet due as of the Closing shall be jointly prepared paid for by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT.Seller; (b) The following taxes, water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities and license fees; (c) rent and other charges under the Leases (to the extent monies have actually been collected therefor); (d) all other income and expenses relating to the Project, including principal and interest payable under each of the Loans; and (e) any other items that are customarily prorated in transactions of this nature excluding, however, insurance premiums under the Insurance Policies. Any and all security deposits, prepaid rent and all interest earned thereon shall be apportioned as a credit to Buyer at Closing. Seller shall be fully liable for any wages and other amounts due and owing any employees at the Project. Seller shall retain, and shall not be entitled to any credit for, the deposits, if any, made by Seller in connection with the provision of electric, sewer, water, telephone and other utility services to the close Project. Seller shall retain any and all deposits and escrows relating to the Loans. For purposes of business on calculating prorations, Buyer shall be deemed to be in title to the Project, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day immediately preceding upon which the Effective Date: (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, Closing occurs. All such prorations shall be made on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility actual number of any tenant days of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (month which shall have elapsed as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant day of the applicable Golf Course Property as Closing and when collected; provided, however, that if any rents under any leases based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall be accrued and unpaid initially performed by Title Company at the Effective Date, the rents collected by REIT on or Closing but shall be subject to adjustment in cash after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is located. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date).Closing outside

Apportionments. The terms following items shall be prorated as of 12:01 A.M. on the Closing and provisions of this Section 2.7 the net amount thereof shall apply with respect be added to each or deducted from, as the case may be, the amount of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, Purchase Price to be paid at the “Golf Course Properties”).Closing; (a) The prorations general real estate, personal property and apportionments (ad valorem taxes and assessments for the “Apportionments”) hereunder for each Golf Course Property current tax year of the Project. If any such taxes or assessments are payable in installments all installments due through the Closing together with the accrued but unpaid portion of any other installments not yet due as of the Closing shall be jointly prepared paid for by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT.Seller; (b) The following taxes, water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities and license fees; (c) rent and other charges under the Leases (to the extent monies have actually been collected therefor); (d) all other income and expenses relating to the Project, including principal and interest payable under each of the Loans; and (e) any other items that are customarily prorated in transactions of this nature excluding, however, insurance premium under the Insurance Policies. Any and all security deposits, prepaid rent and all interest earned thereon shall be apportioned as a credit to Buyer at Closing. Seller shall be fully liable for any wages and other amounts due and owing any employees at the Project. Seller shall retain, and shall not be entitled to any credit for, the deposits, if any, made by Seller in connection with the provision of electric, sewer, water, telephone and other utility services to the close Project. Seller shall retain any and all deposits and escrows relating to the Loans. For purposes of business on calculating prorations, Buyer shall be deemed to be in title to the Project, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day immediately preceding upon which the Effective Date: (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, Closing occurs. All such prorations shall be made on the basis of the respective fiscal years for which each is assessed; (ii) water rates and charges, unless the direct responsibility actual number of any tenant days of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (month which shalt have elapsed as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant day of the applicable Golf Course Property Closing and based upon the actual number of days in the month and a three hundred sixty-five (365) day year. The amount of such prorations shall be initially performed by Title Company at Closing but shall be subject to adjustment in cash after the Closing outside of escrow as and when collected; providedcomplete and accurate information becomes available, however, that if any rents under any leases shall be accrued and unpaid such information is not available at the Effective Date, the rents collected by REIT on or Closing. Seller and Buyer agree to cooperate and use their best efforts to make such adjustments no later than sixty (60) days after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection Closing (except with respect to the period property taxes, which shall be adjusted within sixty (60) days after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents tax bills for the applicable period are received). Without limiting the generality of the foregoing, Seller and Buyer hereby agree that with respect to any year-end reconciliations of reimbursable expenses under the Leases, Seller and Buyer shall cooperate to complete such reconciliations as soon as possible after the Closing, with Seller responsible for amounts owing to tenants under the Leases, and entitled to Rents (hereinafter defined) payable by tenants under the Leases (as the case may be), with respect to periods prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCoClosing, and REIT shall remit any such sums with Buyer responsible for amounts owing to OpCo within ten tenants under the Leases, and entitled to Rents payable by tenants under the Leases (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after as the Effective Date which are attributablecase may be), in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income periods from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is located. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCoClosing (and, the same with respect to any such amounts payable to Seller, Buyer shall be held in trust by the receiving partyhave no obligation to collect such Rents, and shall first be applied including having no obligation to the unreimbursed costs incurred in obtaining the sameinstitute legal proceedings, and the balanceincluding any action for unlawful detainer, if anyagainst a tenant owing any such Rents, shall be paid other than to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date).use

Apportionments. The terms following shall be apportioned between Lessee and provisions of this Section 2.7 shall apply Lessor with respect to each the Premises as of 11:59 P.M. on the day immediately preceding the date of the Real Properties set forth on Schedule 2.7 expiration or earlier termination of this Lease (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (aother than termination for any default by Lessee) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property "Apportionment Date"), and the net amount thereof shall be jointly prepared paid by OpCo and REIT on Lessor to Lessee or before by Lessee to Lessor, as the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reasoncase may be, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionmentsthe Apportionment Date, as adjustedto the extent practicable, if applicable, during said ninety subject to reapportionment from time to time within six (906) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall months after the Apportionment Date to the extent that any amount to be apportioned as of the close of business hereunder cannot reasonably be determined on the day immediately preceding the Effective Apportionment Date: (ia) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied assessments (or assessed against the applicable Golf Course Property or the use installments thereof), on the basis of the respective fiscal years year for which each is assessedpayable; (iib) water rates and charges, unless the direct responsibility except those required to be paid directly by tenants in occupancy of any tenant portions of the applicable Golf Course PropertyPremises to the entity imposing same; (iiic) sewer taxes and rents, except those required to be paid directly by tenants in occupancy of portions of the Premises to the entity imposing same; (d) annual licensepermit, permit license and inspection fees, if any, on the basis of the fiscal year for which levied, if the rights with respect thereto are transferable to Lessor; (ive) fuel (as estimated by OpCo’s supplierfuel, if any, at OpCo’s costthe cost per gallon or cubic foot most recently charged to Lessee, together based on the supplier's measurements thereof, plus sales taxes thereon; (f) deposits on account with sales tax) and steamany utility company servicing the Premises, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant of the applicable Golf Course Property)transferred to Lessor; (vg) rents fixed, escalation and all other charges (including reimbursement payments) payable under any lease with a tenant rent of tenants in occupancy of the applicable Golf Course Property as Premises, if, as, and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at collected (the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof;"Sublease Rents" (vih) all charges amounts deposited with the holder of any Fee Mortgage or any Leasehold Mortgagee for escrows of real estate taxes and payments under any service contracts in effect with respect to the applicable Golf Course Propertyinsurance premiums; and (viii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary items customarily apportioned in connection with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is similar properties similarly located. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, shall be paid to OpCo (for the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date).

Apportionments. The terms and provisions (a) At each Closing, the following items shall, with respect to the Properties being transferred, be apportioned between THCI (which, for purposes of this Section 2.7 2.07(a), shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (eachinclude THCI and, a “Golf Course Property” and collectivelyas applicable, the “Golf Course Properties”). (aTHCI Subsidiaries) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property Acquirors on a per diem basis, so that THCI shall be jointly prepared by OpCo responsible for those items of expense and REIT credited with those items of income that are attributable to the period prior to the Applicable Closing Date and the Acquirors shall be responsible for those items of expense and credited with those items of income that are attributable to the period on or before after the Effective Date on the basis of actual Applicable Closing Date: rents (including without limitation ground lease rent (if applicable), base rent, common area maintenance reimbursements, marketing fund contributions, operating expense and estimated amounts as provided in Section 2.7(btax reimbursements, percentage rent and other additional rent) of this Agreement. In the event any Apportionments made under this Agreement shall prove (collectively "RENTS"); prepaid and accrued expenses (including, without limitation, interest, ground rent, utility charges, water and sewer charges (unless such payment is to be incorrect made directly by any tenant), fees for any reasonlicenses and permits, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunderfuel, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionmentssteam, as adjusted, if applicable, during said ninety (90) day period shall be conclusive gas and binding on OpCo and REIT. (b) The following shall be apportioned as of the close of business on the day immediately preceding the Effective Date: (i) real property taxes, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereof, on the basis of the respective fiscal years for which each is assessed; (ii) water rates and electricity charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any;payments under reciprocal easement agreements and payments to merchants associations and/or promotional funds maintained by THCI, and obligations under the Contracts assumed by the Acquirors; and real and personal ad valorem and other taxes and assessments ("AD VALOREM TAXES") against such Property; provided that: (i) If the Ad Valorem Taxes for the tax year in which the Applicable Closing occurs are not known or cannot reasonably be estimated, they shall be adjusted based on an estimate obtained using the then current assessed value of such Property as of the Applicable Closing Date and the tax rate and multiplier reflected by the most recent Ad Valorem Taxes due. After the Ad Valorem Taxes for the year in which the Applicable Closing occurs are known, adjustments shall be made between the parties. (ii) THCI shall have the right to control all tax certiorari and tax reduction proceedings relating to Properties conveyed (or the Properties associated with the Partnership Interests transferred) for tax years prior to and including the tax year in which the Applicable Closing Date occurs and shall keep the Acquirors informed with respect thereto. Any tax refund or credit obtained by THCI (net of any costs of obtaining such refund) attributable (A) to the period prior to the tax year in which the Applicable Closing Date occurs shall be paid, first, to any tenants of the Properties entitled thereto and, second, to THCI and (B) to the tax year in which the Applicable Closing Date occurs shall be apportioned between THCI and the Acquirors, with the portion allocable to THCI to be applied as provided in clause (A) and the balance paid to the Acquirors, subject, however, to the rights of tenants of the Properties entitled thereto. With respect to any proceeding in respect of a tax year in which the Applicable Closing Date occurs, THCI shall coordinate its efforts with the Acquirors, shall keep the Acquirors informed with respect thereto and shall not settle the same without the consent of the Acquirors, which consent shall not be unreasonably withheld or delayed. From and after the expiration of the tax year in which the Applicable Closing Date occurs, the Acquirors shall have the right to control all tax certiorari and tax reduction proceedings relating to Properties conveyed for tax years commencing with the tax year following the tax year in which the Applicable Closing Date occurs. (iii) The Acquirors shall take all steps necessary to effectuate the transfer of all utilities to an Acquiror's name as of the Applicable Closing Date and, where necessary, the Acquirors shall post deposits with the utility companies. THCI shall pay all utility charges accruing prior to the Applicable Closing Date and all utilities thereafter shall be paid for by the Acquirors. THCI shall be entitled to recover any and all deposits held by utility companies as of the Applicable Closing Date. To the extent that the Acquirors fail to make, where required, deposits to any such utility companies (or to make any deposits with other service providers) so as to prevent the timely release of THCI's deposits by the utility companies (or such other service providers) on the Applicable Closing Date, the aggregate amount of such deposits shall be credited to THCI. In such event, THCI's deposits shall be assigned to an Acquiror, which shall have the right to have the deposits released to it upon satisfaction of the conditions imposed by the utility companies (or such other service providers). (iv) fuel (as estimated by OpCo’s supplierTHCI shall, at OpCo’s costthe Applicable Closing, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied credit the Acquirors for any Rents paid to THCI by the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant tenants of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period beginning on the Applicable Closing Date. No proration shall be made for Rents from tenants that are delinquent as of the Applicable Closing Date (the "TENANT DELINQUENT RENTS"). All Tenant Delinquent Rents collected on or after the calendar month in which the Effective Applicable Closing Date occurs; and the balance shall be applied allocated, first, to the extent of delinquent rents for then current month, next, to any other delinquency after the Applicable Closing Date, and, finally, to any other delinquency prior to the Applicable Closing Date. Any Tenant Delinquent Rents collected by the Acquirors after the Applicable Closing which are allocable to the period prior to the month immediately preceding the calendar month in which the Effective Applicable Closing Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust and forthwith paid by the Acquirors to THCI subject to and in accordance with the foregoing allocation provision. The Acquirors shall use their commercially reasonable efforts to collect all Tenant Delinquent Rents (other than the Tenant Delinquent Rents described in clause (e) of the definition of Excluded Property Assets), but in no event shall the Acquirors be obligated to commence legal proceedings for OpCo collection against any tenant. All rights to pursue collection of Tenant Delinquent Rents (other than the Tenant Delinquent Rents described in clause (e) of the definition of Excluded Property Assets) shall vest solely in the Acquirors. Any Rents paid to THCI by the tenants of the applicable Property on or after the Applicable Closing Date, other than Tenant Delinquent Rents described in clause (e) of the definition of Excluded Property Assets, shall be held in trust and forthwith paid by THCI to the Acquirors (subject, however, to the allocation of the same as set forth above). At the Applicable Closing, THCI shall deliver to the Acquirors a written certification identifying any Tenant Delinquent Rents. (v) All percentage rents for tenants' annual sales reporting periods (as defined in the tenant leases) ending prior to the Applicable Closing Date, including tenant leases terminated before the Applicable Closing, shall belong solely to THCI. Any percentage rent paid with respect to any tenant's annual sales reporting period that is in effect on the Applicable Closing Date (the "CURRENT REPORTING PERIOD") shall be adjusted by and between THCI and the Acquirors as hereinafter described. Percentage rent earned during each tenant's Current Reporting Period shall be prorated on the basis of the number of days in such annual sales reporting period that the Applicable Property was owned by THCI or the Acquirors and payments of THCI's share shall be made by the Acquirors following the end of the applicable sales reporting period, provided that (i) there shall be deducted from the amounts payable to THCI hereunder with respect to any tenant any sums previously collected by THCI from such tenant on account of said past due rents payable percentage rent for the Current Reporting Period and (ii) if it shall be determined by the parties that THCI has collected more than its share of the percentage rent from such tenant, THCI shall immediately pay over the surplus to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereofthe Acquirors. OpCo agrees that if OpCo receives any amounts after After the Effective Date which are attributable, in whole or in part, to any period after the Effective Applicable Closing Date, OpCo the Acquirors shall remit deliver to REIT that portion THCI monthly status reports detailing collections of percentage rents for the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof;Current Reporting Period. (vi) All security deposits (including any interest thereon to the extent payable to the applicable tenants) not theretofore properly applied to obligations under the applicable leases shall be delivered by THCI to the Acquirors at the Applicable Closing, or, in the alternative, THCI may elect to give the Acquirors a credit in the amount of such security deposits. THCI shall either assign its rights under all letters of credit security deposits to the Acquirors or, if any such letters of credit are not assignable, shall cooperate with the Acquirors in arranging for the transfer thereof to the Acquirors, and, pending such transfer, THCI shall act as the Acquirors' agent in presenting any draws under, and in otherwise administering such letters of credit. (vii) [INTENTIONALLY OMITTED] (viii) THCI shall receive a credit for all reserves, deposits and escrows for taxes, insurance, interest, capital expenditures, tenant improvements, claims and any other reserves, deposits and escrows on deposit with any lender with respect to any indebtedness assumed by the Acquirors (or to which the Acquirors take subject) or any other Person other than any of the foregoing that is held (A) by insurers or (B) by Teachers as security for capital improvement obligations that remain unsatisfied as of the Applicable Closing Date. (ix) THCI's insurance policies on the applicable Property shall not be assumed by the Acquirors, but shall be canceled effective as of the Applicable Closing Date. The amount of the refunds payable to THCI in respect of such early cancellation of insurance policies on the applicable Property shall be the property of THCI. The Acquirors shall purchase and place their own insurance on the applicable Property as of Applicable Closing Date. (x) Common area maintenance reimbursements and charges and payments payable under any service contracts in effect leases at the applicable Property with respect to the 1998 calendar year shall initially be apportioned between the parties at the Applicable Closing based on the 1998 budgeted amounts of common area maintenance reimbursement and other charges for such Property and on the number of days THCI owned the applicable Golf Course Property; andProperty during the 1998 calendar year. THCI shall prepare a statement showing the amounts collected from the tenants in respect of common area maintenance reimbursements and charges for the portion of the 1998 calendar year prior to the Applicable Closing Date, and shall furnish a copy of such statement to the Acquirors. To the extent the amount owing to THCI attributable to the portion of the 1998 calendar year prior to the Applicable Closing Date determined by means of such estimate shall be more than the amounts collected by THCI in respect of such 1998 calendar year common area maintenance reimbursements and charges, then the difference will be paid by the Acquirors to THCI at the Applicable Closing. To the extent the amount owing to THCI attributable to the portion of the 1998 calendar year through the Applicable Closing Date determined by means of such estimate shall be less than the amounts collected by THCI in respect of such 1998 calendar year common area maintenance reimbursements and charges, then the difference will be paid by THCI to the Acquirors at the Applicable Closing. A final recalculation of the actual amounts payable for common area maintenance reimbursements and other charges shall be made within 120 days after the end of the 1998 calendar year. (viixi) The Acquirors shall receive a credit for unpaid tenant allowances (which shall include tenant improvement allowances, landlord contributions, lease takeover obligations and other payments to or for the benefit of tenants and periods of free rent after the Applicable Closing Date) and lease commissions applicable to all other income from leases at the Property that were executed and expense relating delivered prior to the applicable Golf Course date of this Agreement (other than in connection with renewals or extensions, exercised or executed after the date of this Agreement, of leases executed on or prior to the date of this Agreement), the Acquirors shall assume all responsibility for the payment of such tenant allowances and lease commissions and all of the same shall constitute Assumed Property Liabilities. (xii) Amounts subject to redemption under gift certificates issued by THCI prior to the Applicable Closing Date and still outstanding as of every type the Applicable Closing shall be described in a schedule prepared by THCI and nature as is customary with delivered to the closing Acquirors at the Applicable Closing. At the Applicable Closing, the aggregate amount of a commercial property transaction such issued and outstanding scheduled gift certificates shall be deposited in the city bank accounts maintained by THCI and state to be transferred over to the Acquirors at the Applicable Closing, to fund the redemption of such scheduled gift certificates. The Acquirors shall assume all liability for the redemption of such scheduled gift certificates. (xiii) To the extent that the interest being transferred in which a Property at any Applicable Closing is an interest in a Partnership, the amounts to be apportioned hereunder shall be adjusted to reflect the amounts that THCI would receive or pay if such items of income or expense were paid by the applicable Golf Course Property is locatedowner of the Property. (b) At each Applicable Closing, the net credit to THCI or the Acquirors, as applicable, resulting from the apportionments made pursuant to subsection (a) of this Section 2.07 for all Properties being transferred on such Applicable Closing Date shall be paid to THCI or the Acquirors, as applicable, by wire transfer of immediately available funds to a bank account or accounts designated by THCI or the Acquirors, such notice to be delivered not later than the second Business Day prior to such Applicable Closing Date. (c) If In the event that any refund amounts to be prorated pursuant to Section 2.07(a) have not been finally determined on the Applicable Closing Date, a mutually satisfactory estimate of real property taxes such amounts made on the basis of THCI's records or assessments, water rates and charges or sewer taxes and rents public records shall be made after used as a basis for settlement at the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the sameApplicable Closing, and the balanceamounts finally determined will be prorated as of the Applicable Closing Date and appropriate settlement made as soon as practicable after such final determination, but in no event later than 120 days after the later of (i) the last day in the calendar year in which the Applicable Closing Date occurs or (ii) the last day of the Current Reporting Period that is the last Current Reporting Period to expire. (d) At the Initial Closing, the current assets and current liabilities of the Management Company shall be estimated in good faith by THCI, and THCI shall pay to the Acquirors the excess, if any, of such current liabilities over such current assets, or the Acquirors shall pay to THCI the excess, if any, of such current assets over such current liabilities. To the extent not known on the Initial Closing Date, the current assets and current liabilities shall be paid estimated on the best available information at the time and appropriate settlement made from time to OpCo (for time as the period prior to the Effective Date) and to REIT (for the period commencing with the Effective Date)same are liquidated.

Apportionments. (a) The terms following shall be apportioned between Seller and provisions Purchaser at the Closing as of this Section 2.7 shall apply with respect to each 12:01 a.m. of the Real Properties Closing Date: (i) general real estate, personal property and ad valorem taxes and assessments for the Premises (other than same applicable to the RDA Land, which amounts shall be the responsibility of Seller, in its capacity as lessee, under the Triple Net Lease) on the basis of the fiscal years, respectively, for which same have been assessed. If any such taxes or assessments are payable in installments all installments due through the Closing together with the accrued but unpaid portion of any other installments not yet due as of the Closing shall be prorated based on the periods of time covered by such installments as set forth in Section 3(g) below; (ii) water, sewer and front foot benefit charges, and charges for electricity, gas, telephone and other utilities, license and permit fees, in each case applicable to the Premises; (iii) value of fuel used in connection with the Premises (to the extent not accounted for pursuant to clause (ii) above), at Seller's cost, including any taxes, on Schedule 2.7 the basis of a reading performed within one (each1) day prior to the Closing or as close thereto as reasonably practical by Seller's supplier; (iv) rent (including base and additional rent) and other charges under the Leases; (v) charges and payments under Contracts not terminated at Closing or renewals or replacements thereof permitted by this Agreement; (vi) any prepaid items applicable to the Premises, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees; (vii) all other income and expenses relating to the Premises; and (viii) such other items as are customarily apportioned between sellers and purchasers of real properties of a “Golf Course Property” type similar to the Premises and collectivelylocated in the vicinity of the Premises. (b) If the Closing shall occur before a new real estate tax rate is fixed for the Land, the “Golf Course Properties”apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing in accordance with Section 3(f). (ai) The prorations Any and apportionments (the “Apportionments”) hereunder all Security Deposits, prepaid rent for each Golf Course Property periods after Closing and all interest earned thereon shall be jointly prepared by OpCo a credit to Purchaser at Closing. Seller shall assign to Purchaser, and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment credit for, the deposits, if any, made by Seller in connection with the provision of electric, sewer, water, telephone and other utility services to correct the same Premises. (ii) If on the Closing Date any tenant is in arrears under a Lease in the payment of rent or Additional Rents (hereinafter defined) or has not paid the rent or Additional Rents payable by it and which is attributable to the month in which the Closing occurs (whether or not it is in arrears for such month on the Closing Date), any rents or Additional 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 ninety following periods in the following order of priority: (90A) day first, to rents and Additional Rents attributable to the month in which the Closing occurred, (B) second, to rents and Additional Rents attributable to the month preceding the month in which the Closing occurred and which are due and payable, and (C) third, to rents and Additional Rents attributable to the months following the month in which the Closing occurred; provided, however, if any rental payment specifies that such rental payment is attributable to a particular period, then such rental payment shall be applied to the period so specified. If rents or Additional Rents or any portion thereof received by Seller or Purchaser after the Effective Date. To Closing are due and payable to the extent it other party by reason of this allocation, the appropriate sum shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount promptly paid to the other party within ten (10) days Business Days after receipt thereof. (iii) If any tenants are required to pay percentage rent, escalation charges for real estate taxes, parking charges, utility charges, operating expenses and maintenance escalation rents or charges, cost of living increases or other charges of a similar nature pursuant to and in connection with any Lease (collectively, the "ADDITIONAL RENTS"), and any Additional Rents are collected by Purchaser from a tenant after the Closing Date, then such Additional Rents shall be equitably apportioned based on the period for which collected and applied in the same order of priority as is set forth in Section 3(c)(ii) and Purchaser shall promptly pay to Seller out of such sums received from such tenant the amount specified in the preceding clause (ii) and this clause (iii). (iv) In the event Seller and Purchaser cannot agree upon the amount or method of any apportionments required to be made pursuant to this Section 3(c), then Seller and Purchaser shall make such apportionments to which they agree at the Closing, and within ten (10) Business Days of the Closing Date, Purchaser and Seller shall retain a third party expert reasonably acceptable to both Seller and Purchaser, which third party expert shall conclusively determine the item or items in dispute, and within ten (10) Business Days of such determination the proper party shall be reimbursed in accordance with such determination. Seller and Purchaser shall share equally in the costs and expenses of any such third party expert. The Apportionments, as adjusted, if applicable, during said ninety obligations set forth in this Section 3(c)(iv) shall survive the Closing for a period of one hundred eighty (90180) day period shall be conclusive and binding on OpCo and REITdays after the Closing Date. (bv) The following provisions of this Section 3(c) shall survive the Closing for a period of one (1) year. (d) For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Premises, and, therefore, entitled to the income therefrom and responsible for the expenses thereof for the entire day upon which the Closing occurs. All such prorations shall be made by the parties at Closing on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon the actual number of days in the month and a three hundred sixty five (365) day year, and shall be subject to adjustment in cash after the Closing outside of escrow as and when complete and accurate information becomes available, if such information is not available at the Closing. Seller and Purchaser agree to cooperate and use their commercially reasonable efforts to make such adjustments no later than sixty (60) days after the Closing (except with respect to property taxes and amounts payable by any tenant, which shall be adjusted within sixty (60) days after the actual amounts are known) . In any event, all items (other than property taxes and amounts payable by any tenant) shall be final and not subject to further adjustment on the date which is six (6) months after the Closing Date, except as specifically provided in this Agreement to the contrary. Without limiting the generality of the foregoing, Seller and Purchaser hereby agree that with respect to any year end reconciliations of reimbursable expenses under the Leases, Seller and Purchaser shall cooperate to complete such reconciliations as soon as possible after the Closing, with Seller responsible for amounts owing to tenants under the Leases, and entitled to Rents (hereinafter defined) payable by tenants under the Leases (as the case may be) , with respect to periods prior to the Closing, and with Purchaser responsible for amounts owing to tenants under the Leases, and entitled to Rents payable by tenants under the Leases (as the case may be), with respect to periods from and after the Closing. Purchaser shall receive a credit at Closing for the prorated amount of all Rent previously paid by tenants and attributable to any period from and after the Closing Date. Seller shall not receive a cash credit for any rent due and owing by tenants and not paid as of the Closing Date but shall be entitled to the rights set forth in Section 3(c)(ii). The provisions of this Section 3(d) shall survive the Closing. (e) If there is a water meter on the Premises, Seller shall furnish a reading to a date not more than five (5) Business 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 a period of one hundred eighty (180) days 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 180-day period either Purchaser or Seller (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 one hundred eighty (180) days 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. The provisions of Section 3(f) shall survive the Closing. (g) If, on the Effective Date or the Closing Date, the Premises or any part thereof shall be affected by any assessment or assessments which are or may become payable in installments, then any such assessment shall be prorated between the Seller and the Purchaser and shall be divided between Seller and Purchaser in accordance with the apportionment of taxes pursuant to the provisions of this Agreement, and all the unpaid installments of any such assessment which are to become due and payable on or after the Closing Date and attributable to the period on or after the Closing Date shall be assumed by Purchaser without abatement of the Purchase Price. (h) Charges for all electricity, steam, telephone, gas and other utility services at the Premises (collectively, "UTILITIES") shall be billed to Seller's account up to the Closing Date and, from and after the Closing Date, all utilities shall be billed to Purchaser's account. If for any reason such changeover in billing is not practicable as of the close of business Closing Date, as to any Utility, such Utility shall be apportioned on the day immediately preceding the Effective Date: (i) real property taxesbasis of actual current readings or, sewer taxes and rents, vault taxes and any other governmental taxes and charges levied or assessed against the applicable Golf Course Property or the use thereofif such readings have not been made, on the basis of the respective fiscal years for which each most recent bills that are available. If any apportionment is assessed;not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (10) Business Days following notice of the determination of such actual reading, readjust such apportionment and Seller shall promptly deliver to Purchaser, or Purchaser shall promptly deliver to Seller, as the case may be, the amount determined to be due upon such adjustment. Seller shall use reasonable efforts to schedule utility meter readings with five (5) business days of the Closing Date. (iii) water rates and charges, unless the direct responsibility of any tenant of the applicable Golf Course Property; (iii) annual license, permit and inspection fees, if any; (iv) fuel (as estimated by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and all other utilities which are supplied to the applicable Golf Course Property (except to To the extent the same are ascertainable on the direct responsibility of any tenant Closing Date, if the computation of the applicable Golf Course Property); (v) rents and all other charges (including reimbursement payments) payable under any lease with aforementioned apportionments shows that a tenant of the applicable Golf Course Property as and when collected; providednet amount is owed by Seller to Purchaser, however, that if any rents under any leases such amount shall be accrued and unpaid at credited against the Effective Purchase Price payable by Purchaser on the Closing Date. To the extent the same are ascertainable on the Closing Date, the rents collected if such computation shows that a net amount is owed by REIT on or after the Effective Date shall first be applied Purchaser to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of Seller, such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereof; (vi) all charges and payments under any service contracts in effect with respect to the applicable Golf Course Property; and (vii) all other income from and expense relating to the applicable Golf Course Property of every type and nature as is customary with the closing of a commercial property transaction in the city and state in which the applicable Golf Course Property is located. (c) If any refund of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Effective Date and is received by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balance, if any, amount shall be paid to OpCo (for Seller by Purchaser on the period prior to the Effective Date) and to REIT (for the period commencing Closing Date in accordance with the Effective DateSection 2(d).

Apportionments. The terms and provisions of this Section 2.7 shall apply with respect to each of the Real Properties set forth on Schedule 2.7 (each, a “Golf Course Property” and collectively, the “Golf Course Properties”). (a) The prorations and apportionments (the “Apportionments”) hereunder for each Golf Course Property shall be jointly prepared by OpCo and REIT on or before the Effective Date on the basis of actual and estimated amounts as provided in Section 2.7(b) of this Agreement. In the event any Apportionments made under this Agreement shall prove to be incorrect for any reason, then either party shall be entitled to an adjustment to correct the same during the ninety (90) day period after the Effective Date. To the extent it shall be determined that a party was initially allocated any amount of the Apportionments in excess of the amount to which it is entitled hereunder, such party shall remit such excess amount to the other party within ten (10) days after such determination. The Apportionments, as adjusted, if applicable, during said ninety (90) day period shall be conclusive and binding on OpCo and REIT. (b) The following shall be apportioned between Seller and Purchaser as of the close of business 11:59 p.m. on the day immediately preceding the Effective Closing Date (the “Apportionment Date”) on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365 day year: (i) real property estate taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and rents, vault taxes assessments and any other governmental taxes and taxes, charges or assessments levied or assessed against the applicable Golf Course Premises (collectively, “Property or the use thereofTaxes”), on the basis of the respective fiscal years periods for which each is assessedassessed or imposed, to be apportioned in accordance with Section 7(b); (ii) water rates fuel oil, if any, as estimated by Seller’s supplier, at current cost, together with any 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). To aid in such prorations, Seller shall endeavor to obtain meter readings as of a date that is no earlier than thirty (30) days prior to the Closing Date, and the unfixed meter charges, unless based thereon for the direct responsibility intervening time shall be apportioned on the basis of any tenant of the applicable Golf Course Propertysuch last reading; (iii) annual license, permit prepaid fees for Permits and inspection fees, if anyLicenses assigned to Purchaser at the Closing; (iv) fuel (as estimated any amounts prepaid or payable by OpCo’s supplier, at OpCo’s cost, together with sales tax) and steam, gas, electricity charges and the owner of all other utilities which are supplied to the applicable Golf Course Property (except to the extent the same are the direct responsibility of any tenant or a portion of the applicable Golf Course Property)Property under the Contracts assigned to Purchaser at Closing; (v) rents salaries, wages and fringe benefits (including, without limitation, vacation pay, sick pay, health, welfare, pension, disability and other benefits) of all other charges Employees (including reimbursement payments) payable under any lease with a tenant of the applicable Golf Course Property as and when collected; provided, however, that if any rents under any leases shall be accrued and unpaid at the Effective Date, the rents collected by REIT on or after the Effective Date shall first be applied to all rents due and payable for the calendar month in which the Effective Date occurs; next to all rent due OpCo and payable for the month immediately preceding the calendar month in which the Effective Date occurs; next to all rents due and payable at the time of such collection with respect to the period after the calendar month in which the Effective Date occurs; and the balance shall be applied to the extent of delinquent rents for the period prior to the month immediately preceding the calendar month in which the Effective Date occurs. Any sums received by REIT to which OpCo is entitled shall be held in trust for OpCo on account of said past due rents payable to OpCo, and REIT shall remit any such sums to OpCo within ten (10) days after receipt thereof. OpCo agrees that if OpCo receives any amounts after the Effective Date which are attributable, in whole or in part, to any period after the Effective Date, OpCo shall remit to REIT that portion of the monies so received by OpCo to which REIT is entitled within ten (10) days after receipt thereofhereinafter defined); (vi) all charges and payments under any service contracts in effect other operating expenses with respect to the applicable Golf Course Property; and (vii) all such other income from and expense relating to the applicable Golf Course Property items as are customarily apportioned in accordance with real estate closings of every type and nature as is customary with the closing of a commercial property transaction properties in the city and state City of New York, State of New York. (b) Property Taxes shall be apportioned on the basis of the fiscal period for which assessed. If the Closing Date shall occur either before an assessment is made or a tax rate is fixed for the tax period in which the applicable Golf Course Closing Date occurs, the apportionment of such Property Taxes based thereon shall be made at the Closing Date by applying the tax rate for the preceding year to the latest assessed valuation, but, promptly after the assessment and/or tax rate for the current year are fixed, the apportionment thereof shall be recalculated and Seller 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 Premises 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 locatedthen a lien and has become payable, Seller shall pay the unpaid installments of such assessments which are due prior to the Closing Date and Purchaser shall pay the installments which are due on or after the Closing Date. (c) If any refund of real property taxes or assessmentsthere are water meters at the Premises, the unfixed water rates and charges or and sewer rents and taxes and rents shall be made after the Effective Date and is received covered by REIT or OpCo, the same shall be held in trust by the receiving party, and shall first be applied to the unreimbursed costs incurred in obtaining the same, and the balancemeters, if any, shall be paid to OpCo apportioned (for i) on the period basis of an actual reading done within thirty (30) days prior to the Effective 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 Seller shall deliver to Purchaser or Purchaser shall deliver to Seller, as the case may be, the amount determined to be due upon such readjustment. Seller shall endeavor to obtain and deliver to Purchaser at Closing a current water meter reading. (d) Charges for all electricity, steam, gas, light, telephone and other utility services at the Premises (each a “Utility” and collectively, “Utilities”) shall be billed to Seller’s account up to the Apportionment Date and, from and after the Apportionment Date, all Utilities shall be billed to Purchaser’s account. If for any reason such changeover in billing is not practicable as of the Closing Date, as to any Utility, such Utility shall be apportioned on the basis of actual current readings or, if such readings have not been made, on the basis of the most recent bills that are available. If any apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment and Seller shall promptly deliver to Purchaser, or Purchaser shall promptly deliver to Seller, as the case may be, the amount determined to be due upon such adjustment. (e) Charges payable under Contracts that Seller elects to assume in respect of the billing period of the related service provider in which the Closing Date occurs (the “Current Billing Period”) will be allocated on a per diem basis to Seller, based upon the number of days in the Current Billing Period prior to the Closing Date, and to REIT Purchaser, based upon the number of days in the Current Billing Period on and after the Closing Date, and assuming that all charges are incurred uniformly during the Current Billing Period. (f) At or prior to the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement (the “Preliminary Closing Statement”) which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the period commencing cash balance of the Purchase Price to be paid to Seller at the Closing pursuant to Section 4, as applicable. Within six (6) months following the Closing Date, Seller and Purchaser will jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser in form and substance (the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for in this Agreement and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (5) business days following the approval by both parties of the Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto except for any items which are not capable of being determined at the time the Final Closing Statement is agreed to by Seller and Purchaser, which items shall be determined and paid in the manner set forth in the Final Closing Statement and except for other amounts payable hereunder pursuant to provisions which survive the Closing. Prior to and following the Closing Date, each party shall provide the other with such information as the other shall reasonably request (including, without limitation, access to the books, records, files, ledgers, information and data with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein. (g) If any payment to be made after Closing under this Section 7 shall not be paid when due hereunder, the same shall bear interest (which shall be paid together with the Effective Dateapplicable payment hereunder) from the date due until so paid at a rate per annum equal to the Prime Rate (as such rate may vary from time to time) as reported in the Wall Street Journal plus 3% (the “Default Rate”). To the extent a payment provision in this Section 7 or elsewhere in this Agreement does not specify a period for payment, then for purposes hereof such payment shall be due within five (5) business days of the date such payment obligation is triggered. (h) The provisions of this Section 7 shall survive the Closing.