Common use of Apportionments Clause in Contracts

Apportionments. (a) As to each Property, the following items shall be apportioned between the relevant Partnership and the Operating Partnership as of 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As With respect to each Property, subject to the express terms of this Section 12, the following items shall be apportioned prorated between the relevant Partnership applicable Property Owner as indirectly constituted immediately prior to the Closing (with Cedar owning 20% of Property Owner and the Operating Partnership remaining 80% being owned by RioCan) and the applicable Property Owner as constituted immediately following the Closing (with RioCan owning 100% of such Property Owner), as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing “Adjustment Date): ”) (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for actual number of days elapsed over the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued;applicable period): (8) amounts paid i) Fixed rents, additional rents, percentage rent and all other sums and credits due or payable under the Service Contracts to applicable Leases and any other items of income, as and when collected (it being acknowledged that all such amounts received after the Closing shall be assigned to and assumed by the Operating Partnershipapplied as provided in Section 12(i)); (9ii) fees All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed (except to the extent required to be paid for assignable current Licensesby Tenants in good standing pursuant to Leases); (10iii) premiums All operating expenses, including, without limitation, all amounts payable by the applicable Property Owners pursuant to the Ground Leases (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 annual permit and inspection fees; (v) Utilities, including, without limitation, telephone, steam, electricity and gas, on existing transferable insurance policiesthe basis of the most recently issued bills therefor (except to the extent required to be paid by Tenants pursuant to Leases); (vi) Deposits with telephone and other utility companies; (vii) Without duplication of Section 2(a)(I), payments of principal and interest and other costs payable under any Loan Documents; (viii) Subject to clause (j) below, cash and cash equivalents (e.g., U.S. Treasuries) held by or for the account of any of the Property Owners, REIT, REIT Sub or the Partnership including, without limitation, (a) the net amount paid under the Franklin Purchase Agreement and (b) any reproration of, or renewals adjustments to, the net amount paid, or expenses or revenues, under the Franklin Purchase Agreement (in the case of those expiring prior either (a) or (b), whether paid to ClosingREIT Sub or any assignee or designee); (ix) Deposits, if reserves or escrows made by or on behalf of any such policy shall, at the option of the operating Partnership, be assigned Owners with respect to Loans and assumed by the operating Partnership at other obligations that will remain in effect on and after the Closing; and (11x) Such other expenses items as are customarily apportioned between sellers and purchasers of operationreal properties (and interests therein) of a type similar to the Properties and located in the State or Commonwealth in which each such Property is located. (b) Rents With respect to each Lease pursuant to which are the applicable Tenant commenced the payment of regularly scheduled rent before July 1, 2012, Cedar, as to 20%, and RioCan, as to 80%, shall be responsible and liable to pay and shall pay when due and the following (collectively, “Leasing Costs”): (i) any real estate or leasing commissions (including, without limitation, commissions payable to the Partnership by Cedar or its affiliates); (ii) any tenant but uncollected as inducements or tenant allowances payable under the Leases (or any modification or amendment thereof); (iii) any costs and expenses of any lease take-over, assignment, assumption or other commitments required pursuant to the Closing Date shall not Leases (or any modification or amendment thereof) and (iv) the costs and expenses of any initial tenant build-out work or improvements to rentable or rental space in the applicable Building required to be adjusted at the Closing. All rents collected performed by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent landlord thereunder and arising pursuant to the Closing Date, and then to Leases (or any rents past due for the calendar month in which the Closing Date occurs (subject to adjustmentmodification or amendment thereof). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at With respect to Leasing Costs for each Lease pursuant to which the Closing applicable Tenant did not commence the payment of regularly scheduled rent until on or after July 1, 2012, RioCan shall be finally adjusted as soon as practicable after responsible for payment of the ClosingLeasing Costs for each such Lease. Any error For purposes of clause (b) and this clause (c), with respect to Leasing Costs incurred in the calculation connection with amendments or modifications of apportionments Leases (including, without limitation, extensions of Leases), allocation of responsibility for Leasing Costs incurred in connection with such amendments or modifications shall be corrected subsequent to based on the Closing with appropriate credits to be given based upon corrected adjustments; providedcommencement of regularly scheduled rent under such amendments or modifications or, however, that all adjustments (except as to errors caused by misrepresentation) if no regularly scheduled rent shall be deemed final upon contemplated by such amendments or modifications and Leasing Costs were nonetheless incurred, based on the expiration date of ninety (90) days after the Closing Datesuch amendment or modification. (d) If There will be no adjustment (other than current year adjustments) for deferred amortized common area costs, if any, that are recoverable from Tenants after any Closing nor will any adjustments (other than current year adjustments) be made with respect thereto after any Closing regardless of any amounts received from Tenants relating thereto. (e) All PREIT Earnouts due and payable after the Closing shall be the sole responsibility of the applicable Property Owner as constituted immediately following the Closing (with RioCan owning 100% of such Property Owner) and shall not be subject to proration. (f) A statement of adjustments shall be prepared by Cedar for approval of RioCan, acting reasonably, at least five (5) Business Days before the Closing Date. The net amount of such adjustments shall be an adjustment for purposes of calculating the Net Consideration as contemplated by clause 2(a)(II). (g) If, on the Closing Date, any Property 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 affected adjusted retroactively as and when the same are ascertained. If the final cost or amount of any item which is to be adjusted cannot be determined at Closing, then an initial adjustment for such item shall be made at Closing, such amount to be estimated by Cedar, acting reasonably, as of the Adjustment Date on the basis of the best evidence available at the Closing as to what the final cost or amount of such item will be. A final adjustment shall be made no later than the date being one (1) year after the Closing Date with respect to all matters other than real estate taxes and two (2) years after the Closing Date with respect to real estate taxes (each, an “Outside Adjustment Date”). No re-adjustment may be claimed by any special party with respect to any Property later than the applicable Outside Adjustment Date. (h) 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 for public improvements is fixed, the apportionment of taxes or otherwise which 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. (i) If any Tenant at a Property is in arrears in the payment of rent or may become payable by any other receivables on the relevant Partnership Closing Date, any and all rents and receivables received from such Tenant after the Closing shall be applied in annual installments, 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 other receivables or any portion thereof received after the Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportionate share of any reasonable attorneys’ fees, costs and expenses of collection thereof, shall be promptly paid to the other party. (j) Notwithstanding the foregoing, the first installment is then a charge $660,000 of cash and cash equivalents shall be paid to Cedar, and shall not be subject to adjustment or lien or has been paid, then, for apportionment in accordance with the purposes terms of this Agreement, all or otherwise be taken into account in calculating the unpaid installments Net Consideration. After such payment, for purposes of such assessmentthe calculation in Section 12(a), including those which are to become due the balance of cash and payable after the Closing, cash equivalents shall be deemed allocated 20% to be due Cedar and payable and 80% to be liens upon such Property, and RioCan. (k) The provisions of this Section 12 shall be paid and discharged by the relevant Partnership at survive the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership and the Operating Partnership as of 11:59 p.m. PM of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made as though Purchaser held title to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on during the Closing Date):. (1i) interest on the Morgan Loan; (2) the Reserves Fixed rents, additional rents, percentage rents and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate all other sums and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents credits due or payable under the Leases for the relevant monthmonth (or, as with respect to additional rents, percentage rents and when collectedother 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; (5ii) coin operated laundry concession incomeReal estate taxes and personal property taxes (if any), on the basis of the fiscal year for which the same are levied, imposed or assessed, subject to part (c) of this Section 8.1; (6iii) the full amount of all Security Deposits then held Fees and charges under the Leases;Service Contracts that are being assigned to and assumed by Purchaser at the Closing, on the basis of the periods to which such Service Contracts relate; and (7iv) charges Charges for water, sewersewer rents, electricity, fuelsteam, and gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under by the Leasesprovider; provided that if the consumption of any of such utilities is measured by meters, at the Seller on the Closing the Partnership Date shall furnish a current reading of each meter, ; and provided, provided further, that if there is not a meter, meter or if the meter(s) cancurrent ▇▇▇▇ for any of such utilities has not be read by the relevant utility been issued prior to the ClosingClosing Date, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, issued and shall be further adjusted when the bills for the current period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which If any additional rents, percentage rents or other sums under the Leases (including expense reimbursement payments) (collectively, the “Lease Obligations”) are due payable or accruable under the Leases on the basis of estimates or formulae and payable 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 Partnership 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 any tenant but uncollected 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 adjusted 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 reconciliation of charges for 2021, together with supporting documentation. All prorations and reconciliations shall be subject to Purchaser’s review and approval. Any overpayments shown on the Pre-Closing Reconciliation shall be credited to Purchaser at the Closing. Any underpayments shall be remitted to Seller as and when collected by Purchaser as hereinafter provided. In the event the 2021 reconciliations shall not have been finalized as of Closing, Seller shall continue to be responsible for the preparation thereof in accordance with the Leases by not later than ninety (90) days after Closing, and any 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 based upon the 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 the operating Partnership Seller or Purchaser after the Closing Date shall be applied first to the calendar month in which they are collected, then to the rentals accruing 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 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 DateDate occurs, and then to any rents or other Lease Obligations past due for the calendar months (or other applicable periods) preceding the calendar month (or other applicable period) in which the Closing Date occurs (subject to adjustmentthe “Arrears”). All rent Any rents or other Lease Obligations collected after Closing for any period prior by Purchaser that are to be applied to the Closing shall belong Arrears pursuant to the relevant Partnershippreceding sentence shall be held by the Purchaser for the account of the Seller, and if paid to the Operating Partnershipand, the Operating Partnership shall promptly send such rent to the relevant Partnership, less after deducting therefrom all reasonable third-party expenses incurred by the Operating Partnership, if any, in regard to connection with the collection thereof. At , the Closing, each Partnership Purchaser shall deliver remit the same to the Operating Partnership Seller. For a schedule period of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. one hundred fifty (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90150) 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 Closing nor modify any Lease so as to reduce any base rents or charges owed under such Lease for the period prior to the Closing without first obtaining Seller’s prior written consent. (d) If 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 Property 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 use commercially reasonable efforts to correct such adjustment, provided, that, in all events, the parties shall be affected by any special assessment for public improvements make such adjustments, or otherwise which is or may become payable by confirm in writing that no such adjustments are necessary, within one hundred twenty (120) days after the relevant Partnership end of the calendar year in annual installments, of which the first installment is then 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 charge potential claim for a re-adjustment in prorations based on error, miscalculation or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, omission shall be deemed to be due have automatically waived and payable and to be liens upon relinquished such Property, and shall be paid and discharged by the relevant Partnership at the Closingclaim. (eh) Each Partnership The provisions of this Section 8.1 shall be responsible for, and shall pay at or prior to Closing, all amounts due to survive Closing for the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such PartnershipSurvival Period.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood that all such adjustments the “Apportionment Date”) on the basis of the actual number of days of the month which shall be made have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365-day year: 507997960.5 132 (i) subject to Section 6(b), prepaid rents, fixed rents and any other amounts payable by tenants to Seller pursuant to the quantity of OP Units to be issued Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and delivered to percentage rent, if any, payable under the Affiliated PartnershipsLeases) (collectively, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing“Rents”); (3ii) real estate taxes, sewer rents and personal property taxes, water rates and charges (to the extent not accounted for pursuant to clause (i) above), vault charges and taxes, business improvement district taxes, and other real estate assessments and any other governmental taxes, charges or assessments levied or assessed against the Premises (collectively, “Property Taxes”), on the usual and customary "DUE DATE" basisbasis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Section 6(c); (4iii) rents administrative charges, if any, permitted under the Leases for the relevant monthor applicable law, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then on security deposits held under pursuant to the Leases; (7iv) charges fuel supplied for waterthe Building, sewerif any, electricityas estimated by Seller’s supplier, fuelat current cost, gastogether with any sales taxes payable in connection therewith, telephone 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); (v) prepaid fees for licenses and other utilities, which are not metered or otherwise charged directly permits assigned to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted Purchaser at the Closing on the basis (it being understood that evidence of the charges for the prior period for which bills were issued, and shall such prepayment must be further adjusted when the bills for the period including the Closing Date are issuedprovided to Purchaser); (8) vi) any amounts paid prepaid or payable under the Service Assumed Contracts and, if Purchaser elects to be assigned to and assumed by assume the Operating PartnershipProperty Management Agreement, the Property Management Agreement; (9vii) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policieselectricity, water, gas, steam, telephone, internet, cable or renewals of those expiring prior to Closing, if satellite television and any such policy shallother utilities, at the option of the operating Partnershiprates most recently charged to Seller, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable plus sales taxes thereon, except to the Partnership extent required to be paid by any tenant but uncollected tenants pursuant to Leases in effect as of the Closing Date directly to the entity imposing same; (viii) all other operating expenses and income with respect to the Property which are customarily apportioned; (ix) any amounts prepaid or payable under the Ground Lease; (x) any amounts prepaid or payable under the Airspace Lease; and (xi) such other items as are customarily apportioned in real estate closings of commercial properties in the Seattle, Washington area. (i) Monthly base rents (collectively, “Base Rents”) under the Leases shall not be adjusted at the Closingand prorated on an if, as and when collected basis. All rents Base Rents collected by the operating Partnership Purchaser or Seller after the Closing Date shall be applied first to rentals accruing subsequent from tenants who owe Base Rents for periods prior to the Closing Date, shall, after first deducting Purchaser’s actual out-of-pocket costs of collection, 507997960.5 133 if applicable, be applied, (A) first, to Base Rents attributable to periods from and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.and

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership and the Operating Partnership as of 11:59 p.m. Central Time of the day date immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated PartnershipsDate, and that, unless expressly provided for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date):otherwise: (1a) interest on the Morgan Loan; (2) the Reserves Seller shall pay for any and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) all real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are taxes due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at before the Closing. All rents collected by the operating Partnership after the Closing Date Purchaser shall be applied first to rentals accruing subsequent to the Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing pay for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership real estate taxes due and payable on or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments No real estate tax credit or proration shall be corrected subsequent given to Purchaser by Seller. If the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be be, or has been, affected by any assessments or special assessment for public improvements assessments payable in a lump sum or otherwise which is are, or may become become, payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien lien, or has already been paid, thenthen at the Closing such amounts will be paid or apportioned, for as the purposes of this Agreementcase may be, all in the unpaid installments of following manner: (i) Any such assessmentassessments or installments, including those which are to become due and or portion thereof, payable on or after the Closing, Closing Date shall be deemed the responsibility of Purchaser; and (ii) Any such assessments or installments, or portion thereof, payable prior to the Closing Date shall be due the responsibility of Seller. The obligations contained in this Section 4.05(a) shall survive the Closing and shall not be merged into the Deed. (b) All water and sewer charges based on the fiscal year for which they are assessed, unless the meters are read on the date immediately preceding the Closing Date; provided, however, that if any such charges or rents are payable and to by any tenant under the Leases, such charges or rents shall not be liens upon such Propertyapportioned. (c) Utilities, fuel, gas, and electric charges based on most recently issued bills, unless: (i) the meters are read on the date immediately preceding the Closing Date; or (ii) the Purchaser has opened its own accounts as of the Closing Date; provided, however, that if any such charges are payable by any tenant under the Leases, such charges shall not be paid and discharged by apportioned. (d) Any leasing commissions due to any broker or leasing agent on or after the relevant Partnership at the Closingdate hereof in connection with any Leases. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due All other items customarily apportioned in connection with sales of buildings substantially similar to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting Property in the Property, or Properties, owned by such PartnershipState of Texas.

Apportionments. (a) As to each PropertyAll Prepayments and rent, rates, power, telephone, water, equipment rental payments and other outgoings of a periodic or recurring nature (but excluding insurance premiums, normal employee costs (including wages, salary, employee benefits, income tax deductible under the following items shall PAYE system, FBT, ACC or equivalent premiums)) must be apportioned between the relevant Partnership Vendor and Purchaser (or the Operating Partnership Permitted Nominee) as of 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties at 5pm on the Closing Completion Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which All payments required by this clause 4.4 are due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected calculated by the operating Partnership after Purchaser (or the Closing Date shall be applied first to rentals accruing subsequent to Permitted Nominee) and agreed by the Closing Date, Vendor and then to any rents past due for the calendar month set out in which the Closing Date occurs a statement (subject to adjustmentApportionment Statement). All rent collected after Closing for any period prior figures in the Apportionment Statement and all calculations required pursuant to the Closing shall belong this clause 4.4 are to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnershipexclude GST. (c) Any apportionment estimated at The Vendor will deliver the Closing shall be finally adjusted as soon as practicable Apportionment Statement together with all supporting records, invoices and workings to the Purchaser on or before the date 15 Business Days after the ClosingCompletion Date. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits All payments required to be given based upon corrected adjustments; provided, however, that all adjustments made by the Apportionment Statement will be made by the Vendor or the Purchaser (except or the Permitted Nominee) (as to errors caused by misrepresentationthe case may be) shall be deemed final upon on or before the expiration of ninety (90) days date 30 Business Days after the Closing Completion Date. The Purchaser will provide the Vendor and its agents with reasonable access to its records in order to enable the Vendor to prepare the Apportionment Statement. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable Any late invoices received by the relevant Partnership in annual installments, of which Vendor or the first installment is then a charge or lien or has been paid, then, for Purchaser following the purposes payment under sub-clause (c) above will be treated pursuant to the provisions of this Agreementclause 4.4, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closingmutatis mutandis. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due Any dispute in relation to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, Apportionment Statement and any management fee affecting payment required under this clause 4.4 will be resolved in accordance with clause 5.7. Agreement relating to the Property, or Properties, owned by such Partnership.sale and purchase of the Business and Assets of Esphion Limited

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood the “Apportionment Date”), such that all such adjustments Purchaser shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be treated as the owner of the Properties Property for purposes of prorations of income and expenses, on and after the day of Closing: (i) except for non-refundable fees, and the non-refundable portion of similar deposits (cleaning fees, security deposits, and the like), all fixed rents (“Fixed Rents”), together with any operating expenses, real estate taxes, percentage rent, and other charges (collectively, “Additional Rent”) and all other rent or income (Fixed Rents, Additional Rent and all other rent or income, collectively, “Rents”) paid pursuant to Leases for the month in which the Closing Date): (1occurs, shall be apportioned between Purchaser and Seller based upon the number of days during the month in which the Closing Date occurs that each party actually owned the Property. All other Rents will be apportioned in accordance with Section 8(b) interest on the Morgan Loanhereof; (2ii) real estate taxes are to be prorated based on Section 8(c) hereof Sewer rents and taxes, water rates and charges (to the Reserves extent not accounted for pursuant to clause (i) above or (iii) below), vault charges and Escrows taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Premises (collectively, “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, are to be apportioned in accordance with Section 8(c) hereof; (iii) charges for all utilities and other due and unpaid operating expenses shall be paid by Seller (and apportioned if necessary) in accordance with Sections 8(d) hereof; (iv) prepaid fees for licenses and other permits assigned to Purchaser at the Closing (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following cover any period after the Closing); (3v) real estate and personal property taxes, on any amounts prepaid or payable by the usual and customary "DUE DATE" basisowner of the Property under Contracts (if any) which are expressly to be assumed by Purchaser at Closing; (4vi) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior operating expenses with respect to the ClosingPremises to the extent such matters are customarily apportioned in connection with real estate closings of commercial properties located in Orlando, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the ClosingFlorida; and (11vii) other expenses all Seller Capital Improvements/Repairs (as defined in Section 10(c)), based upon the number of operationdays of the projected useful life of such Seller Capital Improvements/Repairs that each party actually owned the Property. (b) If, on the Apportionment Date, there are any past due Rents which are due and payable to the Partnership owing by any tenant but uncollected as of for any period through the Apportionment Date, Purchaser shall use its commercially reasonable efforts to collect the same after the Closing Date (provided Purchaser shall not be adjusted at obligated to institute legal proceedings against any tenant with regard to the same, but Seller shall retain its right to institute legal proceedings against such tenant in the event payment has not been received within thirty (30) days after Closing). All rents collected by the operating Partnership Any Rent received (net of Purchaser’s reasonable costs of collection) from any tenant after the Closing Date shall be applied first in the following order of priority: (A) first, to rentals accruing subsequent current Rent, (B) second, to Rent arrearages with respect to the Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustmentapportionment pursuant to Section 8(a) above), (C) third, to Rent arrearages with respect to the period prior to the month in which the Closing Date occurs, (D) fourth, to Rent arrearages with respect to the period following the month in which the Closing Date shall occur, and (E) all other Rent collected shall belong to Purchaser, provided, however, if any Rent payment is specifically marked as payment for a particular month during which Seller owned the Property and (x) such tenant’s Rent was, in fact, in arrears for such month and (y) Seller has not received Rent from said tenant for such month pursuant to this Section 8(b), then such Rent payment shall belong to Seller (and if said Rent payment is made by check payable to Purchaser, Purchaser shall endorse the check and promptly deliver the same to Seller). All rent collected Any Rents received directly or indirectly by Seller or Purchaser following the Closing Date which are the property of the other, shall be paid to the other within five (5) business days following receipt thereof. (c) 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 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 Closing the assessment and/or tax rate for the current year are fixed, the apportionment thereof shall be recalculated at the actual tax rate payable (taking into account any available discounts) and Seller or Purchaser, as the case may be, shall promptly make an appropriate payment to the other based on such recalculation. (d) Purchaser and Seller hereby acknowledge and agree that the amounts of all telephone, electric, gas, steam, sewer, water bills, trash removal bills, and janitorial and maintenance service bills (collectively, “Utilities”) relating to the Property and allocable to the period prior to the Closing Date shall belong be determined and paid by Seller before Closing, if possible, or shall be paid thereafter by Seller or adjusted between Purchaser and Seller after the same have been determined. Seller shall attempt to have all utility meters read as of the Closing Date. Seller shall promptly pay all unpaid bills, which obligation shall survive Closing and the delivery of the deed. Seller shall further attempt to obtain from the provider of same, all other service statements and bills of account. (e) Intentionally deleted. (f) Purchaser shall pay to Seller at Closing all sums held in reserve or escrow accounts under the Existing Loan, including without limitation reserve accounts to pay for real property taxes, casualty insurance, capital repairs and replacements and similar items, Interest payments relating to the relevant Partnership, and if paid Existing Loan for the month in which the Closing occurs shall be prorated at Closing. (g) At or prior to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver 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 Operating Partnership a schedule result of all the adjustments and prorations provided for herein, and such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior net due amount will be added to Closing, for rental period(s) subsequent or subtracted from the cash balance of the Purchase Price to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated Seller at the Closing shall be finally adjusted pursuant to Section 3 hereof, as soon as practicable after the Closingapplicable. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of Within ninety (90) days after the Closing Date. (d) If on 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 herein and setting forth any Property items which are not capable of being determined at such time (and the manner in which such items shall be affected determined and paid). The net amount due Seller or Purchaser, if any, by any special assessment for public improvements or otherwise which is or may become payable by reason of adjustments to the relevant Partnership Preliminary Closing Statement as shown in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the ClosingFinal Closing Statement, shall be deemed paid in cash by the party obligated therefore within ten (10) business days following that party’s receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto, except to the extent that any such determinations are not able to be due finally determined until a later date (such as Additional Rent and payable Property Taxes) or are expressly subject to a longer survival period hereunder, Seller and to be liens upon such Property, and Purchaser agree that any items which are not capable of being determined at the time the Final Closing Statement shall be determined and paid in the manner set forth in the Final Closing Statement. Prior to and discharged by following the relevant Partnership at Closing Date, each party shall provide the Closingother with such information as the other shall reasonably request (including, without limitation, access to the books, records, files and 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. (eh) Each Partnership The provisions of this Section 8 shall be responsible for, and shall pay at or prior to Closing, all amounts due to survive the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnershipdelivery of the deed.

Apportionments. (a) As to each PropertyRepresentatives of the Purchaser, Tenant and the following items Seller shall make and perform any and all of the adjustments and apportionments which are appropriate and usual for a transaction of this nature, taking into account the applicable provisions of the Lease and this Agreement. The adjustments hereunder shall be apportioned between calculated or paid in an amount based upon a fair and reasonable estimated accounting performed and agreed to by representatives of the relevant Partnership Seller, Tenant and the Operating Partnership as of 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted Purchaser at the Closing. All rents collected by the operating Partnership after the Closing Date Subsequent final adjustments and payments shall be applied first to rentals accruing subsequent to the Closing Date, and then to any rents past due for the calendar month made in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership cash or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted other immediately available funds as soon as practicable after the Closing. Any error Closing Date, and in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of any event within ninety (90) days after the Closing Date. (d) If on the such Closing Date, based upon an agreed accounting performed by representatives of the Seller, Tenant and the Purchaser. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 9.1 within such ninety-day period, upon application by either party, a certified public accountant reasonably acceptable to the Purchaser and the Seller shall determine any Property such adjustments which have not theretofore been agreed to between the Seller and the Purchaser. The charges of such accountant shall be affected by any special assessment for public improvements or otherwise which is or may become payable borne fifty percent (50%) by the relevant Partnership Seller and fifty percent (50%) by the Purchaser. Seller and Purchaser acknowledge and agree that Purchaser, in annual installmentsacquiring the Ownership Interest hereunder, is doing so based on the understanding that the Assets will be owned by Owner at the time of which the first installment is then a charge or lien or has been paidClosing, then, for the purposes of this Agreement, and that any and all the unpaid installments of such assessmentother assets, including those which are without limitation, cash on hand or in accounts in excess of Owner's liabilities, will be distributed to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Propertyand/or retained by, and shall be paid the property of, Seller and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or CBM in accordance with their respective ownership interests in Owner just prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood Date, provided that all to the extent any such adjustments amount to be apportioned is the obligation of Seller as tenant under the Lease, the apportionment shall occur as of the date Seller ceases to be required to pay the same under the Lease and, to that extent, no payment shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties due in respect thereof on the Closing Date):: (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3i) real estate and personal property taxes, on payments in lieu of taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the usual and customary "DUE DATE" basis; Twenty First Floor Unit (4) rents under the Leases for the relevant monthcollectively, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water“Property Taxes”), sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period respective periods for which bills were issuedeach is assessed or imposed, to be apportioned in accordance with paragraphs (b) and shall be further adjusted when the bills for the period including the Closing Date are issued(c) of Article 11 hereof; (8) amounts paid or payable under ii) all other Common Charges (as defined in the Service Contracts Declaration) and any other prepaid utility charges not included in Common Charges with respect to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the ClosingTwenty First Floor Unit; and (11iii) such other expenses items as are customarily apportioned in accordance with real estate closings of operationcommercial properties in the City and State of New York. (b) Rents Property Taxes shall be apportioned on the basis of the tax period for which are due and payable to the Partnership by any tenant but uncollected assessed. If as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, and then to Twenty First Floor Unit or any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property portion thereof shall be affected by any special assessment for public improvements or otherwise general assessments which is are or may become payable by the relevant Partnership in annual installments, installments of which the first installment is then a charge or lien or and has been paidbecome payable, then, for the purposes of this Agreement, all Seller shall pay the unpaid installments of such assessment, including those assessment which are due prior to become the Closing Date and Purchaser shall pay the installments which are due on or after the Closing Date. (c) In the event of any conflict between the foregoing paragraph (b) and payable after the terms and provisions of the Condominium Documents and the Lease with respect to this subject, the terms and provisions of the Condominium Documents and the Lease shall govern. (d) At or prior to the Closing, Seller and Purchaser and/or their respective agents or designees will jointly prepare a preliminary closing statement (the “Preliminary Closing Statement”) which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for herein, and such net due amount will be added to or subtracted from the Balance of the Purchase Price to be paid to Seller at the Closing. Within one hundred twenty (120) days following the Closing Date, Seller and Purchaser will jointly prepare a final closing statement reasonably satisfactory in form and substance to Seller and Purchaser (the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for herein and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be deemed determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to be due and payable and to be liens upon such Propertythe Preliminary Closing Statement as shown in the Final Closing Statement, and shall be paid and discharged in cash by the relevant Partnership party obligated therefor within thirty (30) days following that party’s receipt of the approved Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto, except for (i) any items which are not capable of being determined at the time the Final Closing Statement, which items shall be determined and paid in the manner set forth in the Final Closing Statement when such items may be determined, (ii) any amounts payable in respect of the Leaseback Premises and (iii) other amounts payable hereunder pursuant to provisions of this Agreement which expressly survive the Closing. Prior to and following the Closing Date, each party shall provide the other (and shall cause the Condominium to provide the other) with such information as the other shall reasonably request (including, without limitation, access to the books, records, files, ledgers, information and data with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein. If the parties are unable to agree on these adjustments and prorations, then any dispute with respect thereto shall be resolved by arbitration before a single arbitrator in the Borough of Manhattan, City of New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) (Expedited Procedures). No arbitrator shall have the power to add to, subtract from, or otherwise have the power to modify the provisions of this Agreement. The decision in any such arbitration shall be binding and conclusive on Seller and Purchaser. Judgment and equitable relief may be had on the decision and award of the arbitrator so rendered in any court of competent jurisdiction. Notwithstanding anything to the contrary contained in the Commercial Arbitration Rules, notices to Seller and Purchaser will be given in accordance with the notice provisions of this Agreement. In no event will either party be entitled to consequential or punitive damages with respect to any matter to be resolved by arbitration. Each party shall pay its own costs, fees and expenses in accordance with any arbitration. The fees and expenses of the arbitrator and AAA shall be shared equally by Seller and Purchaser, except if the arbitrator shall determine that one party was the prevailing party and that its share of such fees and expenses should be paid by the non-prevailing party, then the non-prevailing party shall pay such fees and expenses. (e) Each Partnership At the Closing, Seller shall have the right to prepay any amounts payable by Seller under the Lease for such period, if any, as Seller may elect in its sole discretion. If Seller exercises such right, then Purchaser shall receive a credit against the Balance in the amount of such prepayment. Seller shall give Purchaser not less than three (3) Business Days’ notice of any intention by Seller to prepay amounts under the Lease. (f) All prorations shall be responsible forcomplete and final no later than six (6) months after Closing or, and if applicable, the Lease Expiration Date. (g) The provisions of this Article 11 shall pay at or prior to survive the Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership. ARTICLE 12.

Apportionments. (a) As to each Property, the following items shall be apportioned between the relevant Partnership and the Operating Partnership as of 11:59 p.m. of the day immediately preceding On the Closing Date (it being understood that all such adjustments and as of the Effective Time, Purchaser and Seller shall be made apportion the following obligations, expenses and prepayments with respect to the quantity of OP Units to be issued Owned Real Property, Leased Real Property, Business and delivered to Assets (which, with the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner exception of the Properties on the Closing Datecosts described under subsection (iv) of this Section 3.03(a), are subject to subsequent adjustment pursuant to Section 3.03(b)): (1) interest on the Morgan Loan; (2i) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property ad valorem taxes, assessments and fees (collectively, the “Real Property Taxes”) on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant monthsuch tax-year or fiscal-year basis or other period, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for watercase may be, seweras such Real Property Taxes may be levied or assessed, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing estimated 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 period including the Closing Date are issuedlast available tax ▇▇▇▇; (8) amounts paid or payable under ii) if arrangements cannot be made for separate billing, any apportionable utility charges and any other charges that are properly apportionable in accordance with the Service Contracts to be assigned to and assumed by the Operating Partnershipterms of this Agreement; (9iii) fees paid for assignable current Licensesprepayments under the Assigned Contracts assumed by Purchaser and any other prepayments exclusively related to the Restaurants; (10iv) premiums on existing transferable insurance policies, or renewals the aggregate estimated costs of those expiring prior to Closing, if any such policy shall, at the option completion of all of the operating Partnershiprequirements reflected in the facility assessment reports (“FARs”), be assigned for which Purchaser will receive a credit to and assumed by the operating Partnership at Closing Amount on the ClosingClosing Statement equal to 50% of such estimated costs; and (11v) personal property taxes, if any, on the Equipment and other expenses of operationPersonal Property. (b) Rents which are due 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 prepare and payable furnish to Purchaser a reconciliation that shall set forth the Partnership by any tenant but uncollected actual Inventory and Special Item amounts as of the Closing Date shall not be adjusted at Effective Time, the Closing. All rents collected proration of 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 operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, final out-of-pocket costs and then to any rents past due expenses for the calendar month reimaging projects described in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, Schedule 2.05(a)(ii) that were not reconciled at or prior to Closing. Real Property Taxes and other taxes, for rental period(s) subsequent and all other expenses and charges relating to the Closing ownership and/or occupancy, as applicable, of the Owned Real Property, Leased Real Property and Assets, shall be paid by such Partnership shared on a pro rata basis in proportion to the Operating Partnership at period of ownership or occupancy of Seller, on the Closingone hand, and Purchaser, on the other hand. All rents collected by 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 Operating Partnership or computation of the Affiliated Partnerships reconciliation and Seller will make reasonably available the employees of Seller responsible for rental periods 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 Closing shall belong later to occur of (i) receipt by Purchaser of the reconciliation, or (ii) the resolution of all objections timely raised by Purchaser to the Operating Partnershipreconciliation. If such reconciliation provides that Seller owes Purchaser any amount, and if paid then Seller shall pay such amount shown as owed to Purchaser within thirty (30) days after the later to occur of (A) receipt by Purchaser of the reconciliation, or (B) the resolution of all objections timely raised by Purchaser to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnershipreconciliation. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent In addition to the Closing adjustments and payments contemplated above, Seller and Purchaser agree to make payments to each other on a timely basis with appropriate credits 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 given based upon corrected adjustments; provided, however, that all adjustments (except as adjusted or apportioned pursuant to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Datethis 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 on the Closing DateFinal Actual Costs for a Reimaged Restaurant exceed the Estimated Costs for that Reimaged Restaurant by more than five percent (5%), any Property Purchaser shall pay to Seller an amount equal to the amount that is over and 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 exceeds such five percent (5%) threshold. Any payment required pursuant to this Section 3.03(d) shall be affected by any special assessment for public improvements or otherwise which is or may become payable made by the relevant Partnership responsible Party (i) within thirty (30) days of Seller’s delivery of the reconciliation and (ii) by wire transfer of immediately available funds in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged accordance with written instructions provided by the relevant Partnership at the Closingother Party. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each PropertyExcept as provided below in this Clause 4.1, the following items net amount of all benefits and obligations of every kind and nature relating to the operation of the Assets and accruing, payable or paid and received or receivable in respect of the Assets including mineral and surface lease rentals, property taxes, maintenance, development, capital and operating costs, gas cost allowances, proceeds from the sale of production, and revenues from processing and transportation fees charged to third parties (other than income taxes), shall be apportioned between the relevant Partnership and the Operating Partnership Parties as of 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Effective Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on an accrual basis regarding the usual interim statement of adjustments and customary "DUE DATE" basis; (4) rents under on an actual basis regarding the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount final statement of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operationadjustments. (b) Rents which are due An interim accounting and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date adjustment shall be applied first conducted for Closing and Vendor shall prepare and forward a draft interim statement of adjustments to rentals accruing subsequent Purchaser not less than five (5) Business Days prior to the Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating PartnershipPurchaser's review. (c) Any apportionment estimated at Within one hundred eighty (180) days of the Closing Date (the "Adjustment Period") Vendor shall prepare and forward to Purchaser a final accounting and adjustment (the "Final Statement of Adjustments" or the "FSOA"). Purchaser shall have thirty (30) days from receipt of the FSOA to review same. Subject to Subclauses (d) and (e) of this Clause 4.1, settlement of accounts will be finally adjusted as soon as practicable considered concluded when the Parties agree, evidenced by them signing the FSOA which expressly states that it is the final statement of all adjustments. The Parties shall not be obligated to make any adjustments after the Closing. Any error Adjustment Period unless such adjustment has been specifically requested, by notice, within the Audit Period as defined in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments Subclause (except as to errors caused by misrepresentationd) shall be deemed final upon the expiration of ninety (90) days after the Closing Datehereof. (d) If on During the Closing Dateone (1) year period following the date after which the Final Statement of Adjustments has been signed by both Parties (the "Audit Period"), any Property Purchaser may audit Vendor's books, records and accounts respecting the Assets, for effecting adjustments pursuant to this Article 4. Such audit shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are conducted upon reasonable notice to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such PropertyVendor at Vendor's offices during Vendor's normal business hours, and shall be paid conducted at Purchaser's sole expense. Any claims of discrepancies disclosed by such audit shall be made in writing to Vendor within thirty (30) days following the completion of such audit and discharged by the relevant Partnership at the ClosingVendor shall respond in writing to any such claims of discrepancies within thirty (30) days of receipt of such claims. (e) Each Partnership Notwithstanding the preceding Subclauses of this Clause 4.1, any adjustments established by an audit conducted pursuant to the Regulations or the provisions of the Leases or governing agreements with respect to Crown Royalty audits, joint venture audits or thirteenth-month adjustments which are outstanding at the Closing Time, or which occur after the Closing Time, shall be responsible formade as they occur in accordance with the provisions of existing Regulations or governing agreements, and shall pay at be received or prior paid by the Party thereto entitled or thereby obliged. (f) Vendor shall not be entitled to Closingcharge Purchaser for any of Vendor's administrative or overhead fees. (g) As required by law, all amounts due GST shall be payable and applied to adjustments and shall be paid by the applicable Party. (h) Each Party agrees to make any payment required of it as a result of the adjustments provided for in this Clause 4.1 within thirty (30) days of being notified of the determination of the amount owing. (i) To the extent to which the Parties cannot agree to the Closing Date accounting provided for employeesin this Clause 4.1, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting either Party may refer the Property, or Properties, owned by such Partnershipmatter for determination in accordance with Article 9.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser on a per diem basis as of 11:59 p.m. the close of business on the day immediately preceding the Closing Date (it being understood that the "Apportionment Date"): ------------------ (i) Prepaid rents, fixed rents and additional rents payable pursuant to the Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and percentage rent, if any, payable under the Leases) (collectively, "Rents") to be apportioned in ----- accordance with Section 5(b) below; ------------ (ii) Real estate taxes, sewer rents and taxes, water rates and charges (to the extent not accounted for pursuant to clauses (i) and (iii) hereof or to the extent not billed to and payable directly by any Tenant), vault charges and taxes, and any other governmental taxes and charges levied or assessed against the Real Property (collectively, "Property Taxes"), on the -------------- basis of the respective periods for which each is assessed or imposed or on the basis of meter readings, to be apportioned in accordance with this Section 5; --------- (iii) Charges (to the extent not accounted for pursuant to clauses (i) and (ii) above or to the extent not billed to and payable directly by any Tenant) for electricity, steam, gas and any other utilities (collectively, "Utilities") made by the utility companies servicing the Premises --------- to be apportioned in accordance with Section 5(e) hereof, and transferable ------------ utility deposits, if any, but all such adjustments amounts refundable under unassigned or unassignable utility agreements shall remain the property of Seller; (iv) Fuel (to the extent not accounted for pursuant to clause (i), (ii) or (iii) hereof), if any, based on a reading Seller will endeavor to have completed within five (5) days prior to the Closing Date or, if not so completed, as reasonably 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 made conclusive evidence as to the quantity of OP Units to be issued fuel on hand and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loancurrent cost therefor; (2v) With respect to the Reserves and Escrows Assumed Debt, all interest payable on the Note attributable to the month in which the Closing shall occur; (which will be vi) Administrative charges on the cash security deposits held pursuant to the Leases (to the extent permitted by Morgan for law or by the benef▇▇ ▇▇ terms of the Operating Partnership following the Closingapplicable Lease); (3vii) real estate prepaid fees for licenses and personal property taxes, on other permits assigned to Purchaser at the usual and customary "DUE DATE" basisClosing; (4viii) rents any amounts prepaid or payable by Seller of the Property under the Leases Contracts; (ix) all other operating expenses, prepaid or payable, with respect to the Premises; and (x) such other items as are customarily apportioned in accordance with real estate closings of commercial properties in the Borough of Manhattan. (i) All Rents paid or payable for the relevant monthbilling period in which the Closing Date occurs as set forth on a statement provided by Seller to Purchaser shall be apportioned between Seller and Purchaser on a per-diem basis as of the Apportionment Date. In the event that such statement evidences any past due Rents owing by any tenant, for any billing period prior to the billing period in which the Closing date occurs ("Past Due Rents"), such Past Due Rents -------------- (other than Past Due Rents accrued under that certain lease dated as of July 5, 1995, as thereafter amended, between Seller, as Landlord, and Purchaser, as Tenant, demising a portion of the Premises (the "Hilfiger Lease")) shall be -------------- apportioned on the basis of the period for which the same is payable and if, as and when collected;, as follows: (5ii) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly Purchaser shall use its commercially reasonable efforts to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior collect Past Due Rent allocable to the Closingperiod commencing January 1, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, 2000 and shall be further adjusted when the bills for the period continuing up to and including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts "Collection ---------- Period") on behalf of Seller as Seller shall direct, using counsel selected by ------ Seller and at Seller's sole cost and expense. In the course of pursuing the collection of Past Due Rent in accordance with the provisions of the foregoing sentence, Purchaser shall seek any and all remedies against the debtors of such Past Due Rent which remain uncollected after Closing which may be requested by Seller, but Purchaser is not obligated to be assigned bring eviction proceedings against a delinquent tenant, unless it decides to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if do so in Purchaser's sole discretion. Any Rent received from any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first in the following order of priority: (1) first, to rentals accruing subsequent to payment of the Closing Date, current Rent and reimbursements then to any rents past due for the calendar month in which the Closing Date occurs occurs, this amount to be apportioned between Purchaser and Seller as set forth in Section 5(b)(i) hereof; and (subject 2) second, to adjustment). All rent collected delinquent Rent and reimbursements arising prior to Closing and after Closing for any which shall be apportioned pro rata between --- ---- Seller and Purchaser on a "50/50" basis, to be applied to the most recent pre- Closing arrears first, and then to the next most recent pre-Closing arrears and continuing in such a manner until all arrears allocable to the Collection Period are paid in full, it being agreed by and between the parties hereto that Seller shall retain all rights to pursue arrears allocable to the period prior to the Closing Collection Period, and, upon request of Seller, Purchaser shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard cooperate with Seller with respect to the collection thereof, at Seller's sole cost and expense. At Any sums received by Seller or Purchaser to which the Closingother is entitled shall be held in trust, each Partnership and the party receiving the sum due the other shall deliver remit to the Operating Partnership a schedule other any such sums received to which the other is entitled within five (5) business days after receipt thereof. The cost and expense of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(scollecting same (including the allocable share of property management fees) subsequent shall be allocated between the parties in proportion to the Closing shall be paid by such Partnership amount of rent each party is entitled to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong receive pursuant to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnershipthis Section 5. (c) Any apportionment estimated at the Closing prepaid Rents shall be finally adjusted as soon as practicable after retained by Seller and the Closing. Any error in the calculation of apportionments amount thereof shall be corrected subsequent credited to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing DatePurchaser at Closing. (d) If on Past Due Rent, if any, accrued under the Closing Date, any Property Hilfiger Lease shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are credited to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership Seller at the Closing. (e) Each Partnership Seller expressly agrees that if Seller receives any amounts after the Closing Date which relate to the billing period in which the Closing Date occurs, Seller shall apportion such amounts in accordance with the terms of this Section 5 and deliver to Purchaser the amount, if any, to which Purchaser is --------- entitled pursuant to the terms hereof within five (5) business days following receipt thereof. (i) If any amount payable under any Lease, other than fixed rents, to be apportioned hereunder (including, without limitation, percentage rents, escalation payments, whether for taxes, utilities, other operating expenses or otherwise) has not been determined prior to the Closing Date, such payment shall be responsible forapportioned on a per diem basis (y) in a manner to be agreed upon in good faith by Seller and Purchaser before the Closing and (z) if Seller and Purchaser are unable to reach an agreement pursuant to clause (y), and based on the amount of such payment due during the previous year of the applicable Lease plus the rate of increase in such payment since such previous year. Such apportionments shall pay at or prior to Closing, all amounts due be adjusted within 120 days subsequent to the Closing Date for employeesand shall be set forth on the Final Closing Statement (as defined in Section ------- 5(k) hereof). To the extent that any apportionments based on the actual amounts ---- due may only be determined after the completion of the Final Closing Statement, salariesthen the parties agree that such apportionments shall be adjusted after the completion of the Final Closing Statement, accrued vacation pay, withholding and payroll taxesbut not later than ten (10) business days of such final determination under the Leases, and at such time Purchaser shall furnish Seller with statements in reasonable detail showing the calculation of such apportionments, rents and payments. Seller shall have the right to audit Purchaser's books and records with respect to such items being apportioned. Each of Seller and Purchaser will promptly remit to the other benefitsparty any amount in excess of the amount to which it is entitled on account of operating expenses in accordance with the foregoing within five (5) business days after a final determination of operating expenses. (f) 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 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 promptly make an appropriate payment to the other based on such recalculation. (g) If there are water meters on the Premises, the unfixed water rates and charges and sewer rents and taxes covered by meters, if any, shall be apportioned (i) on the basis of an actual reading done prior to the Apportionment Date, or (ii) if such reading has not been made, on the basis of the last available reading. If the apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, such apportionment shall be readjusted and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such readjustment. (h) Utilities 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, such apportionment shall be readjusted and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such readjustment. (i) At the Closing, Seller shall receive a credit for the (i) amount of the Reserves (only if Purchaser has assumed the Assumed Debt), and (ii) the cost to Seller of all cleaning and other supplies in unopened cartons or packages located at the Premises based on invoices therefor. (j) Purchaser shall have no right to receive any management fee affecting rental insurance proceeds which relate to the Propertyperiod prior to the Closing Date and, if any such proceeds are delivered to Purchaser, Purchaser shall, within five (5) business days following receipt thereof, pay the same to Seller. (k) Purchaser agrees that it shall be responsible for the payment of (i) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or Propertiesafter the Closing Date) arising from, owned by such Partnership.relating to or in connection with (A) any renewals, modifications, amendments or expansions of existing Leases or other supplementary agreements relating thereto entered into between the date hereof and the Closing Date (which either (X) are provided for in the existing Leases or other supplementary agreements relating thereto or (Y) have been consented to in writing by

Apportionments. (a) As to each Property, the following items The parties shall be apportioned between the relevant Partnership and the Operating Partnership prorate as of 11:59 p.m. 12:01 a.m. on the date of Closing, provided Seller receives the day immediately preceding Purchase Price on the Closing Date (it being understood that all such adjustments shall during normal business hours, otherwise the prorations will be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner as of the Properties close of business on the Closing Date):date of Closing: (1i) interest on the Morgan LoanRents (as hereinafter defined), if any; (2ii) the Reserves and Escrows (which will be held by Morgan Real estate taxes assessed for the benef▇▇ ▇▇ year of the Operating Partnership following the Closing); (3) real estate Closing and personal property taxes, if any. Real estate and personal property taxes will be prorated as of the Closing date based upon the tax bills for the year of Closing, taking into account the maximum discounts (unless payment is to be made after the right to claim the maximum discount has expired), with either party hereto having the right to demand a reproration once the 2004 tax bills are issued by the taxing authorities. If Closing occurs on a date when the current year’s millage is not fixed, and the current year’s assessment is available, taxes will be prorated based upon such assessment and the prior year’s millage. If the current year’s assessment is not available, then taxes will be prorated on the usual prior year’s tax with adjustments made at the request of either party once the final tax ▇▇▇▇ for the year of Closing is available. In the event Seller is successful in its tax protest for 2004 and customary "DUE DATE" basis;its property taxes for 2004 are reduced, the parties agree to reprorate taxes for 2004 based on the revised tax amount. (4iii) rents under Water, sewer and utility charges, if any, upon the Leases for the relevant month, as and when collected; basis of meter readings made not more than five (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility days prior to the date of Closing, it being agreed that if such meter readings are not made on the charges therefor date of Closing, an equitable apportionment for any days prior to or after Closing shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issuedmade; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are The parties hereto agree that any credit due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, and then to any rents past due Buyer or Seller for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(sItem 15(f) subsequent to the Closing shall be paid by such Partnership Seller or Buyer respectively, to the Operating Partnership at the Closing. All rents collected by the Operating Partnership Buyer or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating PartnershipSeller. (c) Any apportionment estimated at For the Closing purpose of this Paragraph 17, the word “Rents” shall mean all rents and advance rent, and any other sums paid by the tenants of the Premises (specifically including any security deposits). There will be finally adjusted as soon as practicable after the Closingno proration of security deposits or advance rents. Any error in the calculation of apportionments shall All security deposits will be corrected subsequent delivered to the Closing Buyer along with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days any advance rents collected for periods after the Closing Date. (d) If on It is the intent of the parties to prorate as many items as possible as of the Closing Date, any Property but to have all prorations completed no later than sixty (60) days after Closing. Seller shall be affected receive a credit at Closing for all deposits held by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those utilities companies which are transferable and being transferred hereunder to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the ClosingBuyer. (e) Each Partnership That portion of rent which either party receives for the month in which proration occurs hereunder which belongs to the other party shall be responsible for, and shall pay paid to the other party within five (5) business days of receipt. In the event a tenant is in default in the payment of rent at or prior to Closing, all amounts the parties agree that any rent collected from such tenant subsequent to the day of Closing shall first be applied to current rents due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefitsBuyer, and any management fee affecting additional rent payments received shall be paid to Seller. (f) The provisions of this paragraph 17 shall survive the Property, or Properties, owned by such PartnershipClosing.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood the “Apportionment Date”), provided that all to the extent any such adjustments amount to be apportioned is the obligation of Seller as tenant under the Lease, the apportionment shall occur as of the date Seller ceases to be required to pay the same under the Lease and no payment shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties due in respect thereof on the Closing Date):: (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3i) real estate and personal property taxes, on payments in lieu of taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments (collectively, “Property Taxes”) levied or assessed against the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant monthPurchaser’s Unit, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period respective periods for which bills were issuedeach is assessed or imposed, to be apportioned in accordance with paragraphs (b) and shall be further adjusted when (c) of Article 11 hereof; (ii) fuel, if any, supplied to the bills for the period including Purchaser’s Unit, based on a reading Seller will endeavor to have completed within five (5) days prior to Closing or if not so completed, as estimated by Seller’s supplier, at current cost, together with any sales taxes payable in connection therewith, if any (a letter dated within five (5) Business Days of the Closing Date are issuedfrom Seller’s fuel supplier shall be conclusive evidence as to the quantity of fuel on hand and the current cost therefor), provided that in calculating the apportionment described in this paragraph (a)(ii), no apportionment shall be made with respect to any fuel tank that serves only the Verizon Units. In all other circumstances, the apportionment described in this paragraph (a)(ii) shall be multiplied by a fraction equal to the Purchaser’s Unit Percentage Interest; (8) iii) any amounts paid prepaid or payable under the Service all Contracts which have been entered into by Seller, other than those Contracts which pursuant to Section 10.04 are to be assigned to and assumed terminated by the Operating PartnershipSeller; (9iv) fees paid for assignable current Licensesall other operating expenses with respect to the Purchaser’s Unit; (10v) premiums on existing transferable insurance policies, or renewals such other items with respect to the Purchaser’s Unit as are customarily apportioned in accordance with real estate closings of those expiring prior to Closing, if any such policy shall, at commercial properties in the option of State and County in which the operating Partnership, be assigned to and assumed by the operating Partnership at the ClosingProperty is located; and (11vi) charges for all electricity, steam and other expenses of operationutility services consumed in the Purchaser’s Unit. (b) Rents which are due All Property Taxes assessed against the Property shall be prorated between Seller and payable Purchaser on an accrual basis based upon the actual current tax bill and on the basis of their relative Percentage Interests (as defined in the Declaration) in the Property submitted to the Partnership Condominium. If the most recent tax bill received by any tenant but uncollected Seller before the Closing Date is not the actual current tax bill, then Seller and Purchaser shall initially prorate the Property Taxes as of the Apportionment Date by applying 100% of the tax rate for the period covered by the most current available tax bill to the latest assessed valuation, and shall reprorate the Property Taxes retroactively when the actual current tax bill is then available. All Property Taxes on the Property accruing before the Closing Date shall not be adjusted at the Closingobligation of Seller. All rents collected by Property Taxes on the operating Partnership Purchaser’s Unit accruing on and after the Closing Date shall be the obligation of Purchaser, subject to the provisions of the Lease, and all Property Taxes on the Verizon Units accruing on and after the Closing Date shall be the obligation of Seller. Any refunds of Property Taxes made after the Closing shall first be applied first to rentals accruing subsequent the unreimbursed third-party costs incurred by Seller or Purchaser in obtaining the refund, and the balance, if any, shall be paid to Seller (for the period prior to the Closing Date) and, unless paid by Seller pursuant to the Lease (in which event such refunds shall be allocated to Seller), allocated to Purchaser and Seller based on their Percentage Interests (for the period commencing on and after the Closing Date until their respective Units are separately assessed). If any proceeding to determine the assessed value of the Property or the Property Taxes payable with respect to the Property has been commenced before the date of this Agreement and shall be continuing as of the Closing Date, Seller shall be authorized to continue to prosecute such proceeding and shall be entitled to any abatement proceeds therefrom allocable to any period before the Closing Date, and then ▇▇▇▇▇▇▇▇▇ agrees to cooperate as reasonably requested with Seller and to execute any rents past due and all documents reasonably requested by Seller in furtherance of the foregoing. (c) Property Taxes for the fiscal year in which the Closing occurs will reflect amounts payable for the Property as a whole and not for each Unit. In light of the foregoing, the amount to be paid by Purchaser as an apportionment hereunder shall be a percentage of the Property Taxes accruing on and after the Closing Date, such percentage to be the Percentage Interest attributable to Purchaser’s Unit, as set forth in the Condominium Documents (the “Purchaser’s Unit Percentage Interest”). Until such time as the City in which the Property is located has commenced assessing each Unit as a separate tax lot, Purchaser and Seller shall pay to the Board monthly a sum equal to one twelfth (1/12) of the estimated Property Taxes assessed upon the Condominium and allocated to the Unit based on its Percentage Interest in order to provide a sum sufficient to pay the total Property Taxes as they fall due. Purchaser and Seller shall pay any additional sums necessary to pay each party’s respective portion of the shortfall between the estimated payments collected and the amount of the actual Property Tax bill, and shall be credited by the Board with the amount of any excess payments. In the event of any conflict between this provision and the terms and provisions of the Condominium Documents and the Lease, with respect to this subject, the terms and provisions of the Condominium Documents and the Lease shall govern. (d) With respect to amounts apportioned in accordance with clause (iii) or (iv) of paragraph (a) above, Seller and Purchaser acknowledge that such expenses are for more than just the Purchaser’s Unit and, after the Closing, are to be paid not by Purchaser, but by the Board on behalf of the Condominium. Accordingly, in calculating the amount of such apportionment, (i) if such amount has been paid by Seller prior to Closing, such apportionment (and the amount Purchaser has to pay as a result) shall be made and calculated based on a fraction of such amount, such fraction equal to the portion of such cost which would be charged to the Purchaser’s Unit (whether as a common area charge or other assessment) if the Board had paid such fee on behalf of the Condominium after the Closing and (ii) if such amount has not been paid by Seller prior to Closing, such apportionment (and the amount Seller has to pay as a result) shall be made and calculated based only on the amount paid or to be paid by Purchaser as a common area charge or other assessment with respect to the payment of such amounts by the Board on behalf of the Condominium. Seller and Purchaser shall cause the Board to cooperate with Seller and Purchaser in making these calculations. (e) At the Closing, Seller shall have the right to prepay the fixed annual base rent payable under the Lease (i) for the period from the Closing Date to the end of the month in which the Closing Date occurs, (ii) for the calendar month immediately succeeding the month in which the Closing Date occurs and (subject to adjustment). All rent collected after Closing iii) for any such other period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, (if any) as Seller may elect in its sole discretion. If Seller exercises such right, then Purchaser shall receive a credit against the Balance in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule amount of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnershipprepayment. (cf) Any apportionment estimated at the Closing All prorations shall be finally adjusted as soon as practicable complete and final no later than six (6) months after Closing or, if applicable, the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Lease Expiration Date. (dg) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes The provisions of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after Article 11 shall survive the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. ARTICLE 12. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As A. Subject to each Propertythe terms of this Section 6, the following items shall items, without duplication, are to be apportioned between Seller and Purchaser with respect to the relevant Partnership and the Operating Partnership Property as of 11:59 p.m. p.m., New York City time, on the date immediately prior to the Closing Date, and at the Closing the net amount thereof shall either be (x) paid by Purchaser to Seller by wire transfer of immediately available federal funds to a bank account designated by Seller or, at Seller's option, by unendorsed certified or cashier's check or checks payable to the order of, or at the direction of, Seller and drawn on a commercial bank which is a member of the day immediately preceding New York Clearinghouse Association, or (y) credited by Seller against the Closing Date Purchase Price: (it being understood that all such adjustments shall i) real property taxes and assessments (including, if applicable, any business personal property assessment); (ii) water rates and charges, except those required to be made paid by Tenants directly to the quantity of OP Units entity imposing same; (iii) sewer taxes and rents, except those required to be issued and delivered paid by Tenants directly to the Affiliated Partnershipsentity imposing same; (iv) fuel and all other utilities, including, without limitation, taxes thereon; (v) deposits on account with any utility company servicing the Property, to the extent transferred to Purchaser; (vi) deposits on account with any municipality having jurisdiction over the Property, to the extent transferred to Purchaser; (vii) rents and that, for purposes thereof, charges under the Operating Partnership shall be deemed to be the owner of the Properties Space Leases in effect on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant monthif, as and when collected; (5viii) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for waterannual permit, sewerlicense and inspection fees, electricityif any, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period fiscal year for which bills were issuedlevied, and shall be further adjusted when if the bills for the period including the Closing Date rights with respect thereto are issuedtransferable to Purchaser; (8) amounts paid or payable ix) charges under the Service Third-Party Contracts to be assigned to and assumed by that are in effect on the Operating PartnershipClosing Date; (9x) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closinginventory in unopened packages; and (11xi) all other expenses of operation. (b) Rents which are due items that reasonably require apportionment in accordance with local custom and payable practice to effectuate the Partnership by transactions contemplated hereby. Seller and Purchaser shall adjust any tenant but uncollected apportionments made under this Section 6 after the Closing to account for errors or incorrect estimates made as of the Closing Date (it being agreed that the parties' aforesaid agreement to make such adjustments shall not be adjusted at the Closing. All rents collected by the operating Partnership after survive the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs a period of twelve (subject to adjustment12) months). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood that all such adjustments the “Apportionment Date”) on the basis of the actual number of days of the month which shall be made have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365-day year: (i) subject to Section 6(b), prepaid rents, fixed rents and any other amounts payable by tenants to Seller pursuant to the quantity of OP Units to be issued Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and delivered to percentage rent, if any, payable under the Affiliated PartnershipsLeases) (collectively, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing“Rents”); (3ii) real estate taxes, sewer rents and personal property taxes, water rates and charges (to the extent not accounted for pursuant to clause (i) above), vault charges and taxes, business improvement district taxes, and other real estate assessments and any other governmental taxes, charges or assessments levied or assessed against the Premises (collectively, “Property Taxes”), on the usual and customary "DUE DATE" basisbasis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Section 6(c); (4iii) rents administrative charges, if any, permitted under the Leases for the relevant monthor applicable law, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then on security deposits held under pursuant to the Leases; (7iv) charges fuel supplied for waterthe Building, sewerif any, electricityas estimated by Seller’s supplier, fuelat current cost, gastogether with any sales taxes payable in connection therewith, telephone 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); (v) prepaid fees for licenses and other utilities, which are not metered or otherwise charged directly permits assigned to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted Purchaser at the Closing on the basis (it being understood that evidence of the charges for the prior period for which bills were issued, and shall such prepayment must be further adjusted when the bills for the period including the Closing Date are issuedprovided to Purchaser); (8) vi) any amounts paid prepaid or payable under the Service Assumed Contracts and, if Purchaser elects to be assigned to and assumed by assume the Operating PartnershipProperty Management Agreement, the Property Management Agreement; (9vii) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policieselectricity, water, gas, steam, telephone, internet, cable or renewals of those expiring prior to Closing, if satellite television and any such policy shallother utilities, at the option of the operating Partnershiprates most recently charged to Seller, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable plus sales taxes thereon, except to the Partnership extent required to be paid by any tenant but uncollected tenants pursuant to Leases in effect as of the Closing Date directly to the entity imposing same; (viii) all other operating expenses and income with respect to the Property which are customarily apportioned; (ix) any amounts prepaid or payable under the Ground Lease; (x) any amounts prepaid or payable under the Airspace Lease; and (xi) such other items as are customarily apportioned in real estate closings of commercial properties in the Seattle, Washington area. (i) Monthly base rents (collectively, “Base Rents”) under the Leases shall not be adjusted at the Closingand prorated on an if, as and when collected basis. All rents Base Rents collected by the operating Partnership Purchaser or Seller after the Closing Date shall be applied first to rentals accruing subsequent from tenants who owe Base Rents for periods prior to the Closing Date, shall, after first deducting Purchaser’s actual out-of-pocket costs of collection, if applicable, be applied, (A) first, to Base Rents attributable to periods from and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.and

Apportionments. (a) As to each Property, the a. The following items shall be apportioned between Seller and Purchaser at the relevant Partnership and Closing with respect to the Operating Partnership Premises as of 11:59 p.m. of the day immediately preceding the Closing Date Date, and the net amount thereof either shall be paid by Purchaser to Seller or credited to Purchaser, as the case may be, at the Closing: i. Real property taxes and assessments (it being understood that all such adjustments shall or installments thereof), payments required to be made to the quantity of OP Units any business improvement district (“BID taxes”) and vault charges, except those required by Leases to be issued and delivered paid by a Tenant directly to the Affiliated Partnershipsentity imposing same; ii. Water rates and charges, and that, for purposes thereof, the Operating Partnership shall be deemed except those required by Leases to be paid by a Tenant directly to the owner of the Properties on the Closing Date): (1) interest on the Morgan Loanentity imposing same; (2) iii. Sewer taxes and rents, except those required by Leases to be paid by a Tenant directly to the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing)entity imposing same; (3) real estate iv. Permit, license and personal property taxesinspection fees, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant monthif any, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period fiscal year for which bills were issuedlevied, and if the rights with respect thereto are transferred to Purchaser; v. Fuel, if any, at the cost per gallon most recently charged to Seller, based on the supplier’s measurements thereof, plus sales taxes thereon, which measurements shall be further adjusted when the bills for the period including given by Seller to Purchaser as close to the Closing Date are issued; as is reasonably practicable, but in no event more than five (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (95) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring business days prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, and then to which, absent manifest error, shall be conclusive and binding on the Seller and Purchaser; vi. Deposits on account with any rents past due for utility company servicing the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior Premises to the Closing extent transferred to Purchaser shall belong to not be apportioned, but Seller shall receive a credit in the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnershipfull amount thereof (including accrued interest thereon, if any); vii. Rents (as hereinafter defined), if, as and when collected, in regard accordance with Section 7(f) hereof; viii. Leasing Costs, in accordance with Section 20(b) hereof; ix. Payments due under any Surviving Contracts; and x. Purchaser shall receive a credit against the Purchase Price in an amount equal to the collection thereof. At prepaid rents received by Seller in connection with the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by Leases covering any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days period after the Closing Date. xi. All other items customarily apportioned in connection with the sale of similar properties similarly located. b. Apportionment of real property taxes, BID taxes, water rates and charges, sewer taxes and rents and vault charges shall be made on the basis of the fiscal year for which assessed. If the Closing Date shall occur before the real property tax rate, BID taxes, water rates or charges, sewer taxes or rents or vault charges are fixed, apportionment for any item not yet fixed shall be made on the basis of the real property tax rate, BID taxes, water rates and charges, sewer taxes and rents or vault charges, as applicable, for the preceding year applied to the latest assessed valuation. After the real property taxes, BID taxes, water rates and charges, sewer taxes and rents and vault charges are finally fixed, Seller and Purchaser shall make a recalculation of the apportionment of same after the Closing, and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other based upon such recalculation. c. The amount of any of the unpaid taxes, assessments, water rates or charges, sewer rents and vault charges which Seller is obligated to pay and discharge, with interest and penalties thereon (dif any) to the Closing Date may, at Seller’s option, be allowed to Purchaser out of the balance of the Purchase Price, provided that official bills therefor with interest and penalties thereon (if any) are furnished by Seller at the Closing and provided that the Title Insurer will omit same as exceptions from, or insure against collection from the Property in, Purchaser’s title insurance policy, at no additional cost or expense to Purchaser. d. If on any refund of real property taxes, BID taxes, water rates or charges, sewer taxes or rents or vault charges is made after the Closing Date covering a period prior to and/or after the Closing Date, any Property the same shall be affected applied first to the reasonable out-of-pocket costs incurred in obtaining same (including reasonable attorneys’ fees, accounting fees, consultant fees and filing fees) and the balance, if any, of such refund shall, to the extent received by Purchaser, be paid to Seller (for the period prior to the Closing Date) and to the extent received by Seller, be paid to Purchaser (for the period commencing with the Closing Date). Any payment to Seller pursuant to the immediately preceding sentence shall be net of any special assessment amount payable to a Tenant in accordance with its Lease (and any payment to Purchaser pursuant to the immediately preceding sentence shall include any amount payable to a Tenant in accordance with its Lease, which payment to such Tenant shall be made promptly by Purchaser, after such refund is made). Purchaser hereby agrees to indemnify and hold harmless Seller as to any refund payment paid by Seller to Purchaser for public improvements or otherwise which is or may become payable a Tenant, including without limitation any reasonable attorneys’ fees, disbursements and court costs arising out of any claims by the relevant Partnership in annual installmentsTenant to whom such refund is due and the costs of prosecuting the within indemnification. Purchaser’s indemnification obligations hereunder shall survive the Closing and delivery of the Deed. e. If there are meters measuring water consumption or sewer usage at the Property (other than meters measuring water consumption or sewer usage for which a Tenant is obligated to pay under its Lease directly to the taxing authority or utility), Seller shall attempt to obtain readings to a date not more than thirty (30) days prior to the Closing Date, and if obtained, the parties shall adjust based upon such final reading, with a per diem adjustment through the Closing Date based upon the average daily water usage shown thereon. If such readings are not obtained, water rates and charges and sewer taxes and rents, if any, shall be apportioned based upon the last actual meter readings (based upon the average daily water usage shown thereon) provided the last reading is within sixty (60) days of which the first installment is then a charge or lien or has been paidClosing, then, subject to reapportionment when readings for the purposes relevant period are obtained after the Closing Date. If any of this Agreementthe Tenants pay electric based on a submeter for their electric consumption, all then the unpaid installments Seller shall cause any such submeter to be read as close as possible to the Closing Date and upon completion of such assessmentreading, including those which are to become due and payable after the Seller shall b▇▇▇ each such Tenant electric charges, based on such reading. At the Closing, the Seller shall provide the Purchaser with documentation as to any such readings and b▇▇▇▇▇▇▇ for submetered electric charges. f. To the extent that Seller or Purchaser receives Rents after the Closing Date, the same shall be deemed to be due and payable and to be liens upon such Propertyheld in trust by Seller or Purchaser, as the case may be, and shall be paid and discharged by applied in the relevant Partnership at the Closingorder of priority set forth in this Section 7(f). (e) Each Partnership i. The following terms shall be responsible foras defined herein: “Base Rents”: fixed rent, and other amounts of a fixed nature (which may include, without limitation, electric inclusion and supplemental water, HVAC and condenser water charges paid or payable by Tenants); “Overage Rents”: a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), so-called “escalation rent”, and additional rent based upon increases in or otherwise attributable to real estate and BID taxes, operating expenses, utility costs, a cost of living index or p▇▇▇▇▇’▇ wages or otherwise, but which shall pay at in no event include Reimbursable Payments (as hereinafter defined); “Reimbursable Payments”: overtime heat, air conditioning or other utilities or services; freight elevator; electric inclusion and adjustments related to electric usage (such as rate and/or fuel adjustments and survey); submetered electric; supplemental water, HVAC, and condenser water charges; services or repairs, and labor costs associated therewith, to the extent to which a Tenant is obligated to reimburse the landlord under its Lease or for which a Tenant has separately contracted with Seller or its agent; true-ups on account of escalation and/or additional rent for years prior to Closing, the year in which the Closing occurs; amounts payable for above standard cleaning; and all other items which are payable to Seller as reimbursement or payment for above standard or overtime services (but which amounts shall not be treated as Reimbursable Payments if already included in a Tenant’s Base Rents); and “Rents”: all amounts due to the Closing Date for employeesand owing from Tenants, salarieshowever characterized, accrued vacation payincluding, withholding without limitation, Base Rents, Overage Rents and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such PartnershipReimbursable Payments.

Apportionments. (a) As to each PropertyThe following, the following items shall be apportioned between the relevant Partnership AZIW and the Operating Partnership Green as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made the "Apportionment Date") (i) prepaid rents, fixed rents and additional rents payable pursuant to the quantity of OP Units Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and percentage rent, if any, payable under the Leases) (collectively, "Rents") to be issued apportioned in accordance with Section 7(b) hereof, (ii) real estate taxes, sewer rents and delivered taxes, water rates and charges (to the Affiliated Partnershipsextent not accounted for pursuant to clause (i) above), vault charges and thattaxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Premises (collectively, "Property Taxes"), on the basis of the respective periods for purposes thereofwhich each is assessed or imposed, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1apportioned in accordance with Section 7(c) interest on the Morgan Loanhereof; (2iii) the Reserves and Escrows (which will be administrative charges on security deposits held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under pursuant to the Leases; (7iv) charges for water, sewer, electricity, fuel, gasif any, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish based on a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(scompleted within five (5) cannot be read by the relevant utility days prior to the ClosingClosing Date or, if not so completed, as estimated by the charges therefor supplier to the Premises, at current cost, together with any sales taxes payable in connection therewith, if any (a letter from such fuel supplier shall be adjusted at conclusive evidence as to the Closing quantity of fuel on hand and the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issuedcurrent cost therefor); (8) amounts paid or payable under the Service Contracts to be v) prepaid fees for licenses and other permits assigned to and assumed by Green at the Operating PartnershipClosing; (9vi) fees paid for assignable current Licensesany amounts prepaid or payable by the owner of the Property under the Contracts; (10vii) premiums on existing transferable insurance policieswages and fringe benefits (including, or renewals of those expiring prior without limitation, vacation pay, sick days, health, welfare, pension and disability benefits) and other compensation payable to Closing, if any such policy shall, all personnel employed at the option of the operating PartnershipBuilding, be assigned to and assumed (including without limitation, all employees employed by the operating Partnership at the ClosingOwner's property manager); and (11viii) such other expenses items as are customarily apportioned in accordance with real estate closings of operation.commercial office properties in the Borough of Manhattan. ( (bi) If, on the Apportionment Date, there are any past due Rents which are due and payable to the Partnership owing by any tenant but uncollected as of for a period through the Apportionment Date, Green shall use its commercially reasonable efforts to collect the same after the Closing Date (provided Green shall not be adjusted at obligated to institute legal proceedings against any tenant with regard to the Closingsame and AZIW shall not be permitted thereafter to institute legal proceedings against such tenant). All rents collected by the operating Partnership Any Rent received from any such tenant after the Closing Date shall be applied first in the following order of priority: (A) first, to rentals accruing subsequent Rent arrearages with respect to the month in which the Closing DateDate shall occur (subject to apportionment pursuant to Section 7(a) above), and then (B) second, to any rents past due for Rent arrearages with respect to the calendar month following the month in which the Closing Date occurs (subject C) third, provided all rent payable to adjustment). All rent collected after Closing for any period prior Green with respect to the applicable tenant for the period post-Closing is current, to Rent arrearages with respect to the period preceding the month in which the Closing Date shall occur, provided neither AZIW nor Owner has been reimbursed for the same pursuant to Section 10(b) hereof, and (D) all other Rent collected shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating PartnershipGreen. (cii) Any apportionment estimated at the Closing shall be finally adjusted If, as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements Rents other than fixed rents (including, without limitation, operating, expense escalations, real estate tax escalations and percentage rent) (collectively, "Lease Additional Rent") have not been billed or otherwise which is or may become payable have not been determined in accordance with the provisions of the Leases or, if billed (and to the extent such amounts are reflected on Schedule 8), have not been collected by the relevant Partnership in annual installmentslandlord thereunder, Green shall (A) ▇▇▇▇ the same when billable, (B) cooperate with AZIW to determine the correct amount of which Lease Additional Rent and (C) diligently pursue and use all commercially reasonable efforts to achieve the first installment is then a charge or lien or has been paid, then, for collection of the purposes of this Agreement, all same (provided Green shall not be obligated to institute legal proceedings against any tenant with regard to the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Propertysame, and AZIW shall not thereafter institute legal proceedings against such tenants). If the final determination of Lease Additional Rent in accordance with the Leases shows that a net amount is owed by AZIW to Green, the portion of Lease Additional Rent attributable to the period following the Apportionment Date shall be paid by AZIW to Green within ten (10) Business Days of such final determination under the Leases. If the final determination of Lease Additional Rent in accordance with the Leases shows that a net amount is owed by Green to AZIW, the portion of Lease Additional Rent attributable to the period up to and discharged including the Apportionment Date shall be paid by the relevant Partnership Green to AZIW, or at the ClosingAZIW's written direction, to AZIW's designee, within ten (10) Business Days of such final determination. (eiii) Each Partnership shall be responsible for, and shall pay at Any Rents received by AZIW or prior to Closing, all amounts due to Green following the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and which are the property of the other benefits, and any management fee affecting (as determined in accordance with this Section 7(b)) shall be paid to the Property, or Properties, owned by such Partnershipother within five (5) Business Days following receipt thereof.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser at the Closing as of 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made the "Adjustment Date"): (a) fixed or base rents ("Rents") which have been prepaid, Rents for the month in which the Closing occurs and Additional Rents and other amounts paid by tenants applicable to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on periods which begin before but expire after the Closing Date): (1) interest on the Morgan Loan, which have been received by Seller; (2b) real estate taxes, special assessments, water charges, sewer rents and charges with the Reserves Seller to be responsible for any period or portion thereof (calculated on a per diem basis) occurring prior to the Adjustment Date and Escrows (which will the Purchaser to be held by Morgan responsible for all of the benef▇▇ ▇▇ the Operating Partnership following the Closing)same relating to any period or portion thereof occurring thereafter, regardless of when billed; (3c) real estate value of prepaid fuel belonging to the Seller stored on the Property, at the Seller's cost, including any taxes, on the basis of a statement from the Seller's suppliers; (d) charges and payments under Contracts that are being assigned to the Purchaser pursuant to the terms of this Agreement and listed on Schedule 3 hereto or permitted renewals or replacements thereof; (e) any prepaid items, including, without limitation, fees for licenses which are transferred to the Purchaser at the Closing and annual permit and inspection fees; (f) utilities, to the extent required by Section 3.4; (g) deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if same are assigned to the Purchaser at the Closing; (h) personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant monthif any, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period fiscal year for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issuedassessed; (8) amounts paid or payable under i) all other revenues from the Service Contracts to be assigned to operation of the Property other than Rents and assumed by the Operating PartnershipAdditional Rents (including, without limitation, parking charges, tenant direct electrical reimbursements, HVAC overtime charges, and telephone booth and vending machine revenues); (9j) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the ClosingNew Lease Expenses as provided in Section 10.1.2; and (11k) such other expenses items as are customarily apportioned between sellers and purchasers of operation. (b) Rents which are due and payable real properties of a type similar to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing DateProperty and located in Deptford Township, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating PartnershipNew Jersey. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing “Apportionment Date): (1”) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals actual number of those expiring prior to Closing, if any such policy shall, at the option days of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents month which are due and payable to the Partnership by any tenant but uncollected shall have elapsed as of the Closing Date shall not and based upon the actual number of days in the month and a 365 day year: (i) real estate taxes, sewer rents and taxes, water rates and charges, vault charges and taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Premises (collectively, “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be adjusted apportioned in accordance with Section 7(b); (ii) fuel oil, if any, as estimated by Seller’s supplier, at the Closing. All rents collected by the operating Partnership after the Closing Date current cost, together with any sales taxes payable in connection therewith, if any (a letter from Seller’s fuel supplier shall be applied first conclusive evidence as to rentals accruing subsequent 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 then to any rents past due the unfixed meter charges, based thereon for the calendar month intervening time shall be apportioned on the basis of such last reading; (iii) prepaid fees for Permits and Licenses assigned to Purchaser at the Closing; (iv) any amounts prepaid or payable by the owner of all or a portion of the Property under the Contracts assigned to Purchaser at Closing; (v) salaries, wages and fringe benefits (including, without limitation, vacation pay, sick pay, health, welfare, pension, disability and other benefits) of all Employees (as hereinafter defined); (vi) all other operating expenses with respect to the Property; and (vii) such other items as are customarily apportioned in accordance with real estate closings of commercial properties in the 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 Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnershipoccurs, the Operating Partnership shall promptly send apportionment of such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing Property Taxes based thereon shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated 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 finally adjusted recalculated and Seller or Purchaser, as soon as practicable after the Closing. Any error in the calculation of apportionments case may be, shall be corrected subsequent make an appropriate payment to the Closing with appropriate credits to be given other within ten (10) business days based upon corrected adjustments; provided, however, that all adjustments (except on such recalculation. If as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on Date the Closing Date, Premises or any Property portion thereof shall be affected by any special assessment for public improvements or otherwise general assessments which is are or may become payable by the relevant Partnership in annual installments, installments of which the first installment is then a charge or lien or and has been paidbecome payable, then, for the purposes of this Agreement, all Seller shall pay the unpaid installments of such assessment, including those assessments which are due prior to become the Closing Date and Purchaser shall pay the installments which are due and payable on or after the ClosingClosing Date. (c) If there are water meters at the Premises, the unfixed water rates and charges and sewer rents and taxes covered by meters, if any, shall be deemed apportioned (i) on the basis of an actual reading done within thirty (30) days prior to the Apportionment Date, or (ii) if such reading has not been made, on the basis of the last available reading. 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 payable 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 liens due upon such Property, and shall be paid and discharged by the relevant Partnership at the Closingadjustment. (e) Each Partnership shall 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 responsible forallocated on a per diem basis to Seller, based upon the number of days in the Current Billing Period prior to the Closing Date, and shall pay at to 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, all amounts 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 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 Date 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 employeesany items which are not capable of being determined at the time the Final Closing Statement is agreed to by Seller and Purchaser, salarieswhich 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, accrued vacation payeach party shall provide the other with such information as the other shall reasonably request (including, withholding without limitation, access to the books, records, files, ledgers, information and payroll taxesdata 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, and other benefitsthe same shall bear interest (which shall be paid together with the applicable 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, and any management fee affecting then for purposes hereof such payment shall be due within five (5) business days of the Property, or Properties, owned by date such Partnershippayment obligation is triggered. (h) The provisions of this Section 7 shall survive the Closing.

Apportionments. (a) As to each Property, the 8.1 The following items of expenditure and income shall be apportioned between such that the relevant Partnership and the Operating Partnership as cost of 11:59 p.m. items of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meterexpenditure accrued, or if the meter(s) cannot be read by the relevant utility referable to periods, prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Completion Date shall be applied first borne by the Vendors and thereafter by the Purchaser and the benefit of items of income accrued, or referable to rentals accruing subsequent to the Closing Dateperiods, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing Completion Date shall belong to the relevant PartnershipVendors and thereafter to the Purchaser: 8.1.1 all rents, rates, gas, water, electricity and telephone charges and other outgoings relating to or payable in respect of the Leased Properties; 8.1.2 all rents, royalties and other periodical payments receivable in respect of the Business; 8.1.3 all vehicle licence fees payable in respect of any motor vehicles included in the Machinery and Equipment; 8.1.4 all salaries, wages, accrued holiday pay entitlement, and if paid other emoluments and all statutory contributions, salaries tax and employer's contributions to the Operating Partnership, the Operating Partnership shall promptly send such rent Retirement Scheme relating to the relevant Partnershipemployment of the Transferring Employees in the Business; 8.1.5 all pre-payments made, less and all expenses incurred deposits received, by the Operating PartnershipVendors under the Purchased Contracts; and 8.1.6 all rents, if anyroyalties, licence fees and other periodical payments in regard respect of the Business. 8.2 The Vendors and the Purchaser shall use all reasonable endeavours to draw up and agree a statement of the collection thereof. At apportionments referred to in Clause 8.1, and the Closing, each Partnership shall deliver to balance owing by either the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership Vendors or the Affiliated Partnerships for rental periods after the Closing shall belong Purchaser to the Operating Partnershipone another, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the ClosingCompletion Date. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) If such statement has not been prepared and agreed within 30 days after the Closing Date. (d) If on the Closing Completion Date, any Property shall either the Vendors or the Purchaser may refer the matter for resolution in accordance with the procedure in Clause 16. Payment of the balance agreed, or determined under Clause 16 to be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closingdue, shall be deemed made within 14 days after agreement or determination (as the case may be) together with interest on the amount due from and including the Completion Date down to be due and payable and to be liens upon such Property, and shall be paid and discharged by but not including the relevant Partnership date of payment at the Closingrate of 2% above the best lending rate from time to time of The Hongkong Bank, compounded on the last days of March, June, September and December in each year. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of Midnight on the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing “Apportionment Date”): (1i) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual water or sewer rates and customary "DUE DATE" basis; charges (4) rents under the Leases for the relevant monthif not metered), as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meterpersonal property taxes, or if any other governmental tax or charge levied or assessed against the meter(s) cannot be read by the relevant utility prior to the ClosingSubject Property (collectively, the charges therefor shall be adjusted at the Closing “Taxes”), on the basis of the charges for the prior period respective periods for which bills were issuedeach is assessed or imposed, and shall to be further adjusted when the bills for the period including the Closing Date are issuedapportioned in accordance with Subsection (b) below; (8) amounts paid or payable under the Service Contracts ii) water charges to be assigned to and assumed by the Operating Partnershipapportioned in accordance with Subsection (c) below; (9iii) fees paid charges for assignable current Licenseselectricity, telephone, television, gas and any other utilities (collectively, “Utilities”) made by the utility companies servicing the Subject Property to be apportioned in accordance with Subsection (d) below. Transferable utility deposits, if any, for which Purchaser shall reimburse Seller if same be assigned; (10iv) premiums on existing transferable insurance policiesIntentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. (v) all other expenses previously incurred by Seller, or renewals but not paid as of those expiring prior to the date of Closing, if any such policy shall, at the option of the operating Partnership, which shall be assigned allocated pursuant to and assumed by the operating Partnership at the Closing; and Subsection (11h) other expenses of operationbelow. (b) Rents Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are due and payable water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior to the Partnership by any tenant but uncollected Closing Date. Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date shall not be adjusted at based upon the Closing. All rents collected per diem rate obtained by using the operating Partnership after the Closing Date last period and bills for such charges that are available. (d) The Utilities shall be applied first to rentals accruing subsequent apportioned (i) by having utility company make a final meter reading on or immediately prior to the Closing Date, and then to any rents past due for the calendar month in payment of which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by Seller’s responsibility, or (ii) if such Partnership to readings cannot be obtained, on the Operating Partnership at basis of the Closingmost recent bills that are available. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing Purchaser shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that responsible for all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days utility charges after the Closing Date. (de) If on Intentionally omitted; (f) All amounts due or payable after Closing pursuant to any of the Closing Date, any Property Contracts shall be affected paid in full by any special assessment for public improvements or otherwise which is or may become payable Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the relevant Partnership in annual installments, date of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens paid by Seller unless otherwise agreed upon such Property, and shall be paid and discharged in writing by the relevant Partnership at the ClosingPurchaser. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of (the “Cut-Off Time”) on the day immediately preceding the Closing Date (it being understood 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, such that all such adjustments Purchaser shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be treated as the owner of the Properties Property for purposes of prorations of income and expenses, on and after the Closing Date):day of Closing: (1i) interest on Subject to Section 8(d), prepaid rents, fixed rents and additional rents payable pursuant to Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and percentage rent, if any, payable under the Morgan LoanLeases) (collectively, “Rents”); (2ii) real estate taxes, sewer rents and taxes, water rates and charges (to the Reserves extent not accounted for pursuant to sub-clause (iii) below), vault charges and Escrows taxes, business improvement district taxes and assessments and any other governmental taxes, charges or assessments levied or assessed against the Premises (collectively, “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, are to be apportioned in accordance with Section 8(b) below; (iii) charges for all utilities and other due and unpaid operating expenses shall be paid by Seller (and apportioned if necessary) in accordance with Section 8(c) hereof; (iv) prepaid fees for licenses and other permits assigned to Purchaser at the Closing (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following cover any period after the Closing); (3v) real estate and personal property taxes, on the usual and customary "DUE DATE" basisany amounts prepaid or payable by Seller under Contracts (if any) which are to be assumed by Purchaser at Closing; (4vi) rents administrative charges, if any, permitted under the Leases for the relevant monthor applicable law, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then on security deposits held under pursuant to the Leases; (7vii) charges for waterSubject to Section 8(e), sewerwage and fringe benefits (including, electricitywithout limitation, fuelvacation pay, gassick days, telephone health, welfare, pension and disability benefits) and other utilities, which are not metered or otherwise charged directly compensation payable to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(sall Hotel Employees. (viii) cannot be read by the relevant utility prior all other operating expenses with respect to the ClosingPremises to the extent such matters are customarily apportioned in connection with real estate closings of hotel properties located in New York, the charges therefor New York. (i) Property Taxes shall be adjusted at the Closing apportioned on the basis of the charges for the prior fiscal period for which bills were issued, and shall be further adjusted when the bills for the period including assessed. If the Closing Date are issued; (8) amounts paid shall occur either before an assessment is made or payable under a tax rate is fixed for the Service Contracts to tax period in which the Closing Date occurs, the apportionment of such Property Taxes based thereon shall be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, made at the option of Closing Date by applying the operating Partnership, be assigned to and assumed by tax rate for the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable preceding year to the Partnership by any tenant latest assessed valuation, but uncollected 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 five (5) Business Days based on such calculation. 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 then a lien or 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. (ii) Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Premises or any portion thereof for real estate taxes or a refund of Property Taxes previously paid (a “Tax Certiorari Proceeding”) to the City of New York for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Premises (A) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (B) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be adjusted at unreasonably withheld or delayed. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the ClosingPremises for the tax year in which the Apportionment Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Premises for the tax year in which the Apportionment Date occurs, then (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All rents collected refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within thirty (30) days following receipt thereof and, if not timely paid, with interest thereon from the thirtieth (30th) day following such receipt until paid to Seller at a rate equal to ten percent (10%) per annum. All refunds, credits or other benefits applicable to any fiscal period following the fiscal year in which the Closing shall occur shall belong solely to Purchaser (and Seller shall have no interest therein) and, if the same shall be paid to Seller or anyone acting on behalf of Seller, same shall be paid to Purchaser within thirty (30) days following receipt thereof and, if not timely paid, with interest thereon from the thirtieth (30th) day following such receipt until paid to Purchaser at a rate equal to ten percent (10%) per annum. Purchaser agrees to reasonably cooperate with Seller in all such Tax Certiorari Proceedings. To the extent received by either party, sums payable to the other party hereunder shall be held by the operating Partnership after receiving party as a trust fund, and remitted to the other party within thirty (30) days of receipt. Purchaser shall assume all liabilities under the property tax certiorari agreements with respect to the Property between ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP and Seller, including, without limitation any fees or other amounts payable to ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP thereunder, true, correct and complete copies of which have been provided to Purchaser. (c) Purchaser and Seller hereby acknowledge and agree that the amounts of all telephone, electric, gas, steam, sewer, water bills, trash removal bills, janitorial and maintenance service bills and other utility bills (collectively, “Utilities”) relating to the Premises and allocable to the period prior to the Closing Date shall be applied first determined and paid by Seller before Closing, if possible, or shall be paid thereafter by Seller or adjusted between Purchaser and Seller after the same have been determined. Seller shall attempt to rentals accruing subsequent have all utility meters read as of the day immediately preceding the Closing Date. Seller shall promptly pay all unpaid bills, which obligation shall survive Closing. At Closing, Seller shall receive a credit for all refundable cash or other deposits posted with utility companies serving the Premises or any governmental agencies or authorities or posted pursuant to any Contract, or, at Seller’s option, Seller shall be entitled to receive and retain such refundable cash and deposits. (d) (i) Monthly base rents (collectively, “Base Rents”) under the Leases shall be adjusted and prorated on an if, as and when collected basis. Base Rents collected by Purchaser or Seller after the Closing Date from tenants who owe Base Rents for periods prior to the Closing Date, shall be applied, (A) first to rents due and then to any rents past due payable for the calendar month in which the Closing Date occurs occurs, (subject B) next to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable for the period after the Closingcalendar month in which the Closing occurs, and (C) next to all rents due and payable for the period preceding the calendar month in which the Closing occurs. Each such amount, less reasonable collection costs, shall be deemed to be due adjusted and payable and to be liens upon such Propertyprorated as provided above, and shall be paid and discharged by the relevant Partnership at the Closing. party receiving such amount shall, within five (e5) Each Partnership shall be responsible forBusiness Days, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting party the Property, or Properties, owned by such Partnershipportion thereof to which it is so entitled.

Apportionments. (a) As The adjustments described in this Section 6 shall be calculated with respect to each PropertyProperty as of Closing. The aggregate Purchase Price to be paid by Purchaser to Sellers shall be adjusted by the aggregate of all adjustments. (b) All of the apportionments in this Section 6, including the following items following, except as specifically provided herein, shall be apportioned between the relevant Partnership Sellers and the Operating Partnership Purchaser as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing "Apportionment Date): (1") interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals actual number of those expiring prior to Closing, if any such policy shall, at the option days of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents month which are due and payable to the Partnership by any tenant but uncollected shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365 day year; provided, however, that solely for purposes of an initial calculation thereof for the Closing, any payments from tenants or other third-parties to be pro-rated in accordance with this Section 6 which are then held in a lockbox account with the Lender, shall not be calculated on the date that is two days preceding the Closing Date and, upon collection thereof by Purchaser, all remaining sums due and payable to Seller as of the Apportionment Date shall be remitted to Seller by Purchaser: (i) as more particularly set forth in Section 6(c) hereof, prepaid rents, fixed rents and additional rents payable pursuant to the Leases (including, without limitation, operating expense escalation payments, real estate tax escalation payments and percentage rent, if any, payable under the Leases) (collectively, "Rents"); (ii) fuel, if any, as estimated by Sellers' suppliers, at current cost, together with any sales taxes paid in connection therewith, if any (a letter from such fuel supplier shall be conclusive evidence as to the quantity of fuel on hand and the current cost therefor); (iii) prepaid fees for licenses and other permits assigned to Purchaser at the Closing or otherwise remaining in force for the benefit of the owner of the applicable Property after the Closing; (iv) any amounts payable to, or prepaid or payable by (or on behalf of), the owner of the Property under any service, maintenance, supply, marketing, billboard, coop billboard agreements or other agreement relating to the operation of the Property (together with all modifications, amendments and supplements relating thereto, collectively, the "Contracts") which are set forth on Schedule 11(a)(xii) (other than the Terminated Contracts) or are entered into after the date hereof in accordance with the terms of this Agreement; and (v) all other pro-ratable items normally and customarily pro-rated for commercial properties in the jurisdiction in which such Property is located. (i) Monthly base rents (collectively, "Base Rents") under the Leases shall be adjusted at the Closingand prorated on an if, as and when collected basis. All rents Base Rents collected by the operating Partnership or on behalf of Sellers, after the Closing Date shall be applied first to rentals accruing subsequent from tenants who owe Base Rents for periods prior to the Closing Date, shall be applied first, in payment of Base Rents for the month in which the Closing Date occurs; second, in payment of Base Rents for the month immediately preceding the Closing Date; (C) third, in payment of Base Rents for all periods after the Closing Date and then (D) fourth, after Base Rents for all periods after the Closing Date have been paid in full, in payment of Base Rents for the periods prior to the Closing Date and not paid pursuant to the preceding subclauses (A) or (B). Each such amount, less reasonable collection costs, shall be adjusted and prorated as provided above, and the party receiving such amount (or the benefit of such amount) shall, within thirty (30) days, pay (or cause to be paid) to the other party the portion thereof to which such party is so entitled. (ii) Purchaser shall bill (or cause to be billed) tenants owing Base Rents for periods p▇▇▇▇ to the Closing Date, on a monthly basis for a period of ninety (90) days following the Closing Date, and during such period, Purchaser shall use commercially reasonable efforts to collect (or cause to be collected) such past due Base Rents; provided, however, that Purchaser shall have no obligation to commence (or cause the owner of any Property to commence) any actions or proceedings to collect any such past due Base Rents. Base Rents collected by (or on behalf of) Purchaser after the Closing Date to which Sellers are entitled pursuant to Section 6(c)(i) shall be paid to Sellers within thirty (30) days after receipt thereof by Purchaser (or Purchaser's agent). Purchaser shall provide Sellers monthly statements setting forth the status of such collection efforts. Commencing as of ninety-one (91) days after the Closing Date, Sellers may take all steps it deems appropriate, at their sole cost and expense, including, without limitation, the prosecution of one or more lawsuits, to collect Base Rents delinquent as of the Closing Date which are still uncollected (provided, however, that Sellers may not cause any Lease to be terminated or attempt to cause any tenant thereunder to be evicted), and Purchaser shall cause the owner of the Property with respect to which such Base Rents are to be collected to reasonably cooperate in any and all such actions. (iii) With respect to any rents past Lease that provides for the payment of additional or escalation rent based upon (A) a percentage of a tenant's gross sales during a specified annual or other period or (B) Property Taxes, operating expenses, labor costs, cost of living indices or porter's wages (collectively, "Overage Rent"), such Overage Rent ▇▇▇▇▇ ▇▇ adjusted and prorated on an if, as and when collected basis. (iv) Purchaser shall (or shall cause the owner of each Property to) (A) render bills for any Overage Rent payable for any accounting period that expired prior to the Closing Date, but which is to be paid after the Closing Date; (B) bill tenants for such Overage Rent attributable to an accounting per▇▇▇ that expired prior to the Closing Date, on a monthly basis, for a period of ninety (90) days thereafter; and (C) use commercially reasonable efforts in the collection of such Overage Rent; provided, however, that Purchaser shall have no obligation to commence (or cause the owner of any Property to commence) any actions or proceedings to collect any such Overage Rents. If Purchaser shall be unable to collect such Overage Rents during the aforementioned ninety (90) day period, Sellers shall have the right to pursue tenants to collect such delinquencies, at its sole cost and expense, including, without limitation, the prosecution of one or more lawsuits (provided, however, that Sellers may not cause any Lease to be terminated or attempt to cause any tenant thereunder to be evicted), and Purchaser shall cause the owner of the Property with respect to which such Overage Rents are to be collected to reasonably cooperate in any and all such actions. Sellers shall furnish to Purchaser all information relating to the period prior to the Closing Date necessary for the billing of such Overage Rent, and Purchaser shall deliver to Sellers, concurrently with delivery to tenants, copies of all statements relating to Overage Rent for any period prior to the Closing Date. Purchaser shall bill (or cause to be billed) tenants for Overage Rents for accounting ▇▇▇iods prior to the Closing Date in accordance with and on the basis of such information furnished by Sellers. (v) Overage Rent payable for the accounting period in which the Closing Date occurs shall be apportioned between Sellers and Purchaser based upon the ratio that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period. If, prior to the Closing Date, Sellers (or their agent) receive any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sums shall be apportioned at the Closing Date. If Purchaser (or its agent) receives any installments of Overage Rent attributable to Overage Rent for periods prior to the Closing Date, such sums (less reasonable collection costs actually incurred by Purchaser) shall be paid to Sellers within thirty (30) days after Purchaser (or its agent) receives payment thereof. (vi) Any payment by tenants of Overage Rent shall be applied to Overage Rents then due and payable in the following order of priority: (A) first, in payment of Overage Rents for the accounting period in which the Closing Date occurs, (B) second, in payment of Overage Rents for the period preceding the accounting period in which the Closing Date occurs and (C) third, in payment of Overage Rents for the accounting period following the one in which the Closing Date occurs. (vii) To the extent any portion of Overage Rent is required to be paid monthly by tenants on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of each lease year or tax year or any other applicable accounting period), such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year, with the appropriate adjustments being made with such tenants, then such portion of the Overage Rent shall be prorated between Sellers and Purchaser on the Closing Date based on such estimated payments (i.e., with (A) Sellers entitled to retain all monthly installments of such amounts with respect to periods prior to the calendar month in which the Closing Date occurs occurs, to the extent such amounts are as of the Closing Date estimated to equal the amounts ultimately due to Sellers for such periods, (B) Purchaser entitled to receive all monthly installments of such amounts with respect to periods following the calendar month in which the Closing Date occurs, and (C) Sellers and Purchaser apportioning all monthly installments of such amounts with respect to the calendar month in which the Closing Date occurs). At the time(s) of final calculation and collection from (or refund to) tenants of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a re-proration between Sellers and Purchaser based on the period in time each party owned the relevant Asset, with the net credit resulting from such re-proration, after accounting for amounts required to be refunded to tenants, being payable to the appropriate party (i.e., to Sellers if the recalculated amounts exceed the estimated amounts and to Purchaser if the recalculated amounts are less than the estimated amounts). (viii) To the extent that any tenant, pursuant to a right contained in an existing tenant lease, conducts an audit respecting any Overage Rent calculation (a "Rent Audit") for an accounting period that expired prior to the Closing Date, or otherwise becomes entitled to a refund of Overage Rent with respect to a period prior to the Closing Date, Sellers shall be liable for any refunds due to such tenant or be the recipient of any additional payments due by such tenant as the result of such Rent Audit. The results of any Rent Audit for any other accounting period shall be apportioned in the same manner as Overage Rent. Rent Audits for accounting periods that expire prior to the Closing Date shall be settled by the owner of the Property acting in accordance with Sellers' instructions or, if Seller so elects, shall be settled by such Seller directly, in each case at Sellers' sole cost and expense and in accordance with the applicable existing tenant Lease, subject to adjustmentPurchaser's approval, which shall not be unreasonably withheld, delayed or conditioned; provided, however, that Purchaser's consent to any such settlement shall not be required if the tenant as part of such settlement agrees that such settlement shall not be binding on the landlord in calculating similar amounts for subsequent years and tenant will not introduce any such settlement in challenging amounts due in any such subsequent year. Rent Audits for accounting periods prior to the Closing Date but extending after the Closing Date shall be settled by the owner of the Property acting in accordance with Purchaser's instructions and in accordance with the applicable existing Lease, but Sellers shall receive notice of all negotiations or proceedings in connection therewith, shall have the right to intervene therein and must approve all matters to be approved by the landlord under the applicable existing tenant Lease in connection therewith, which approval shall not be unreasonably withheld, delayed or conditioned, and any and all costs relating to such audit shall be apportioned in accordance with the respective periods within such audit period that the Property was owned, directly or indirectly, by Sellers and Purchaser. (ix) To the extent that any amounts are paid or payable by a tenant under a Lease to an owner of a Property prior to the Closing Date in advance of the period to which such expense applies, whether as a one time payment or in installments (e.g. for real property tax escalations), such amounts shall be apportioned as provided above but based upon the period for which such payments were or are being made. (x) To the extent tenants pay items of Rent which are not Base Rents or Overage Rents, such as charges for common area charges or maintenance, marketing, electricity, steam, water, cleaning, overtime services, insurance, sundry charges or other charges of a similar nature (collectively, "Additional Rent"), such rent shall be applied based on the period covered by such Additional Rent charge (i.e., the period the applicable work, utility or service was provided). All rent For any Additional Rent payable for a period that expired prior to the Closing Date, but which shall be paid after the Closing Date, Purchaser shall pay the entire amount thereof to Sellers within thirty (30) days after receipt thereof, less any reasonable collection costs actually incurred. Purchaser shall (A) render bills for any Additional Rent payable for any period that expired prior to the Closing Date, but which is to be paid after the Closing Date; (B) bill tenants for such Additional Rent attributable to a period that ▇▇▇▇red prior to the Closing Date, on a monthly basis, for a period of ninety (90) days thereafter; and (C) use commercially reasonable efforts in the collection of such Additional Rent; provided, however, that Purchaser shall have no obligation to commence (or cause the owner of any Property to commence) any actions or proceedings to collect any such Additional Rent. If Purchaser shall be unable to collect such Additional Rent during the aforementioned ninety (90) day period, Sellers shall have the right to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits), provided that Sellers may not cause any Lease to be terminated or attempt to cause any tenant thereunder to be evicted, and Purchaser shall cause the owner of the Property with respect to which such Additional Rent is to be collected after to reasonably cooperate in any and all such actions. Sellers shall furnish to Purchaser all information relating to the period prior to the Closing Date necessary for the billing of such Additional Rent, and Purchaser shall deliver to Sellers, concurrently with delivery to tenants, copies of all statements relating to Additional Rent for any period prior to the Closing Date. Purchaser shall belong bill tenants for Additional Rent relating to periods prior to the relevant Partnership, Cl▇▇▇▇g Date in accordance with and if paid to on the Operating Partnership, basis of such information furnished by Sellers. Additional Rent payable for the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, period in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to which the Closing Date occurs shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, apportioned between Sellers and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given Purchaser based upon corrected adjustments; providedthe same method used to apportion the underlying expense being billed to such tenant, howeveror if such expense is not being apportioned, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final then based upon the expiration of ninety (90) days after ratio that the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments portion of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or accounting period prior to Closing, all amounts due to the Closing Date bears to the entire such accounting period. (xi) To the extent any payment received from a tenant after Closing does not indicate whether the payment is for employeesan item of Base Rent, salaries, accrued vacation pay, withholding and payroll taxesOverage Rent or Additional Rent, and other benefitsthe same cannot be clearly determined from the context of such payment (e.g., and any management fee affecting the Propertyit is not accompanied by an invoice for an item of Base Rent, Overage Rent or PropertiesAdditional Rent in such amount), owned by then such Partnership.payment will be applied: first, to payment of

Apportionments. (a) As Except as expressly set forth herein to each Propertythe contrary in this Section 21, all items of income and expense at the Property shall be apportioned between ▇▇▇▇▇ and Fourmall on a per diem basis in the manner specified in clause (f) below. To the extent that all information, bills and invoices are not available at Closing to allow for the apportionment of any items of income and expense, ▇▇▇▇▇ and Fourmall agree to reconcile the apportionments within thirty (30) days after Closing and re-reconcile the apportionments within ninety (90) days after Closing (based upon preliminary financial information provided by ▇▇▇▇▇'▇ independent accountant) or such later time pursuant to clause (c) below. (b) The following items shall be apportioned between the relevant Partnership and the Operating Partnership as of 11:59 p.m. PM of the day immediately preceding the Closing Date (it being understood that Date: 1. Fixed rents, additional rents, percentage rents and all such adjustments shall be made to the quantity of OP Units to be issued other sums and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents credits due or payable under the Leases for the relevant monthTenant Leases, as and when collected, subject to the provisions of clause (g) of this Section 21; 2. Real estate taxes on the Premises, on the basis of the fiscal year for which the same are levied, imposed or assessed, subject to the provisions of clause (5e) coin operated laundry concession incomeof this Section; (6) the full amount of all Security Deposits then held under the Leases; (7) charges 3. Charges for water, sewersewer rents, electricity, fuelsteam, gas, gas and telephone and other utilitiesat the Premises, which are not metered or otherwise charged directly to tenants Tenants under the Tenant Leases; provided that if the consumption of any of such utilities is measured by meters, ▇▇▇▇▇ Parties at the Closing the Partnership shall furnish a current reading of each meter, ; and provided, further, further provided that if there is not a meter, meter or if the meter(s) cancurrent ▇▇▇▇ for any of such utilities has not be read by the relevant utility been issued prior to the ClosingClosing Date, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, issued and shall be further adjusted when the bills for the current period including the Closing Date are issued; 4. Fuel at the Premises, if any, at such Owner LLC's cost therefor (8) amounts as determined by such Owner LLC's fuel supplier); 5. Amounts paid or payable under the Service Contracts to be assigned to and assumed by the transferable Operating PartnershipAgreements; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood the “Apportionment Date”), such that all such adjustments Purchaser shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be treated as the owner of the Properties Property for purposes of prorations of income and expenses, on and after the day of Closing: (i) except for non-refundable fees, and the non-refundable portion of similar deposits (cleaning fees, security deposits, and the like), all (x) fixed or so-called base rent payments (“Fixed Rents”), (y) reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Additional Rent,”; together with Fixed Rents, shall hereinafter be referred to collectively as, “Rents”) paid pursuant to Leases for the month in which the Closing Date): (1occurs, shall, unless otherwise provided in Section 8(b) interest on hereof, be apportioned between Purchaser and Seller based upon the Morgan Loannumber of days during the month in which the Closing Date occurs that each party actually owned the Property; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3ii) real estate taxes are to be apportioned based on Section 8(c) hereof. Sewer rents and personal property taxes, on the usual water rates and customary "DUE DATE" basis; charges (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closingextent 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 charges therefor shall be adjusted at the Closing Premises (collectively, “Property Taxes”), on the basis of the charges for the prior period respective periods for which bills were issuedeach is assessed or imposed, and shall are to be further adjusted when the bills for the period including the Closing Date are issuedapportioned in accordance with Section 8(c) hereof; (8) amounts iii) charges for all utilities and other due and unpaid operating expenses shall be paid or payable under the Service Contracts to be assigned to by Seller (and assumed by the Operating Partnershipapportioned if necessary) in accordance with Section 8(d) hereof; (9iv) prepaid fees paid for assignable current Licenseslicenses and other permits assigned to Purchaser at the Closing as set forth and in the amounts in Schedule E attached hereto (which cover any period after the Closing), if any; (10v) premiums any amounts prepaid or payable by Seller under the Contracts identified on existing transferable insurance policiesPart 1 of Schedule P hereto which Purchaser has agreed to assume at Closing; (vi) all other operating expenses with respect to the Premises to the extent such matters are customarily apportioned in connection with real estate closings of commercial properties located in Washington, or renewals District of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the ClosingColumbia; and (11vii) other expenses all Required Work (as defined in Section 10(c)), based upon the number of operationdays of the projected useful life of such Required Work that Seller owned the Premises after each of the Required Work were made, on the one hand, with Purchaser responsible for the remainder of the projected useful life of each of such Required Work, on the other. (bi) If, on the Apportionment Date, there are any past due Rents which are due and payable to the Partnership owing by any tenant but uncollected as of for any period through the Apportionment Date, Purchaser shall use its commercially reasonable efforts to collect the same after the Closing Date (provided Purchaser shall not be adjusted at obligated to institute legal proceedings against any tenant with regard to the Closingsame, but Seller shall retain its right to institute legal proceedings against such tenant in the event that payment has not been received within sixty (60) days after Closing so long as such action does not affect tenant’s right to continue to occupy its space in the Premises). All rents collected by the operating Partnership Purchaser shall not compromise or settle any such rent arrearages without Seller’s prior written consent unless Purchaser reimburses Seller for any Rents so compromised. Any Rent received (net of Purchaser’s reasonable costs of collection) from any tenant after the Closing Date shall be applied first in the following order of priority (without duplication): (A) first, to rentals accruing subsequent current Rent, (B) second, to then delinquent Rent for the period the Property has been owed by Purchaser, and (C) third, to any delinquent Rent owing to Seller for the period during which Seller owned the Property. Any Fixed Rents received directly or indirectly by Seller following the Closing Date shall be paid to Purchaser within five (5) Business Days following receipt thereof. Any Rents received directly or indirectly by Seller or Purchaser following the Closing Date which are the property of the other, shall be paid to the Closing Dateother within five (5) 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 then to any rents past due ending December 31. Until the adjustment described in this Section 8(b)(ii) is made, all amounts received by Seller as interim payments of Additional Rent before the Closing Date shall be retained by Seller, except that all interim payments received by either party for the calendar month in which the Closing Date occurs shall be apportioned as between Seller and Purchaser based on the number of days in that month, and the party that received the interim payment shall remit to (subject to adjustment)if received on or after the Closing Date) or credit at Closing (if received before the Closing Date) the other party its proportionate share. All rent amounts received by Purchaser as payments of Additional Rent after the Closing Date for months prior to the month in which the Closing Date occurs, shall be remitted to Sellers on or before the 20th day of the month following the month of receipt by Purchaser, and any Additional Rent received by Purchaser after the Closing Date, for the month in which the Closing Date occurs shall be prorated in accordance with the preceding sentence, and Purchaser shall remit to Sellers, Sellers’ proportionate share on or before the 20th day of the month following the month of receipt by Purchaser. At the conclusion of the fiscal year, Seller’s allocable share of actual Additional Rent for each of the Leases in effect as of the Closing Date shall be determined by multiplying the total payments collected after Closing from such tenant for any period such fiscal year (the sum of estimated payments actually made plus or minus year-end adjustments) by a fraction, the numerator of which is the actual expenses paid by Seller which are reimbursable as Additional Rent with respect to such Lease during such fiscal year prior to the Closing shall belong Date (or that portion of the fiscal year prior to the relevant PartnershipClosing Date in which such Lease is in effect), and if paid to the Operating Partnership, denominator of which is the Operating Partnership shall promptly send such rent to the relevant Partnership, less all total amount of expenses incurred by Purchaser and Seller which are reimbursable as Additional Rent with respect to such Lease during such fiscal year (or that portion of the Operating Partnershipfiscal year in which such Lease is in effect) and Purchaser’s allocable share of actual Additional Rent for each of the Leases in effect as of the Closing Date shall be determined by multiplying the total payments collected (by both Seller and Purchaser) from such tenant for such fiscal year by a fraction, if anythe numerator of which is the actual expenses paid by Purchaser which are reimbursable as Additional Rent with respect to such Lease during such fiscal year, and the denominator of which is the total amount of expenses incurred by Purchaser and Seller which are reimbursable as Additional Rent with respect to such Lease during such fiscal year (or that portion of the fiscal year in regard to which such Lease is in effect). If any Lease provides for the collection thereofadjustment of Additional Rent on the basis of a period other than a calendar year, a reasonable method of calculating the adjustment for that tenant will be determined so that all adjustments can be made at the same time. At If on the Closing, each Partnership shall deliver to basis of amounts actually incurred and the Operating Partnership a schedule of all such past due, but uncollected rents owed estimated payments received by tenants. All rents collected by any Partnership, Seller prior to Closing, for rental period(s) subsequent to the Closing shall be paid Date or by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods Purchaser from and after the Closing shall belong Date, it is determined that Seller or Purchaser has retained or received amounts in excess of its allocable share, Purchaser or Seller (as applicable) shall, within five (5) Business Days after notice from one party of the excess owed to the Operating Partnershipother party, and if paid remit such excess to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as other party. As soon as practicable after the Closing, Seller and Purchaser shall fully cooperate with one another in good faith in determining the appropriate allocations and adjustments of Additional Rent hereunder. Any error in Notwithstanding the calculation foregoing, Seller agrees to use its good faith efforts to endeavor to complete its audit and reconciliation of apportionments shall be corrected subsequent 2006 Additional Rent prior to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (dc) 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 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 promptly make an appropriate payment to the other based on such recalculation. Seller expressly reserves the right to continue, commence and conduct, at its sole cost and expense, any tax certiorari or reduction proceedings relating to the Property in respect of the real estate tax year prior to the tax year in which the Closing occurs. Seller shall have the sole right and discretion to compromise or settle any tax certiorari or reduction proceedings relating to the Property in respect of the real estate tax years prior to the tax year in which the Closing occurs. Purchaser agrees to reasonably cooperate with Seller in all such proceedings. 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 tax year in which the Closing occurs, shall be the sole property of Seller. Seller agrees to promptly pay to Purchaser, for reimbursement to the tenants, any sums owing to tenants in respect of a refund of Additional Rent. Subject to Section 24, Purchaser shall have the exclusive right to pursue any tax reduction proceeding with respect to the tax period that includes the Closing Date, and to the extent Seller has commenced any Property such proceeding prior to Closing it shall assign to Purchaser, at Closing, all rights in and to such proceeding and shall cooperate with Seller as necessary or appropriate to prosecute such action (at no cost to Seller). Real estate tax refunds and credits received after the Closing Date which are attributable to the fiscal tax year during which the Closing Date occurs shall be affected apportioned between Seller and Purchaser, after deducting the expenses of collection thereof and after reimbursement of sums owing to tenants. To the extent received by any special assessment for public improvements or otherwise which is or may become either party, sums payable to the other party hereunder shall be held by the relevant Partnership in annual installmentsreceiving party as a trust fund, and remitted to the other party within five (5) Business Days of which receipt. (d) Purchaser and Seller hereby acknowledge and agree that the first installment is then a charge or lien or has been paidamounts of all telephone, thenelectric, for gas, steam, sewer, water bills, trash removal bills, and janitorial and maintenance service bills (collectively, “Utilities”) relating to the purposes of this Agreement, all Premises and allocable to the unpaid installments of such assessment, including those which are period prior to become due the Closing Date shall be determined and payable after the paid by Seller before Closing, shall be deemed to be due and payable and to be liens upon such Propertyif possible, and or shall be paid thereafter by Seller or adjusted between Purchaser and discharged by Seller after the relevant Partnership at same have been determined. Seller shall attempt to have all utility meters read as of the Closing Date. Seller shall promptly pay all unpaid bills, which obligation shall survive Closing. Seller shall further attempt to obtain from the provider of same, all other service statements and bills of account. (e) Each Partnership Seller shall be responsible for, and shall pay prior to Closing, any Tenant Inducement Costs and/or Leasing Commissions relating to work performed prior to Closing or that Seller is currently obligated to perform within six (6) months of the Schedule Closing Date, whether or not currently due and owing with respect to the current terms any of the tenant leases affecting the Property at or prior to Closing, all amounts due to the Closing Date Date. For purposes hereof, “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder (including the cost of work to be performed by or on behalf of the landlord) to or for employeesthe benefit of the tenant thereunder, salarieswhich is in the nature of a tenant inducement or concession, accrued vacation payincluding, withholding and payroll taxeswithout limitation, tenant improvement costs, and other benefitswork allowances, lease buyout costs, free rental periods, legal fees and expenses and moving allowances; and the term “Leasing Commissions” shall mean any management fee affecting leasing commission payable to any broker in connection with a Lease for the Propertyinitial term of any Lease or in connection with any exercised renewal, or Properties, owned by such Partnershipexercised extension period and/or exercised expansion option.

Apportionments. (a) As to each Property, the The following items shall be apportioned between Lessee and Lessor with respect to the relevant Partnership and the Operating Partnership Premises as of 11:59 p.m. of P.M. on the day immediately preceding the Closing Date date of the expiration or earlier termination of this Lease (it being understood that all such adjustments other than termination for any default by Lessee) (the "Apportionment Date"), and the net amount thereof shall be made paid by Lessor to Lessee or by Lessee to Lessor, as the case may be, within ten (10) days after the Apportionment Date, to the quantity of OP Units extent practicable, subject to be issued and delivered reapportionment from time to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; time within six (6) months after the full Apportionment Date to the extent that any amount of all Security Deposits then held under to be apportioned hereunder cannot reasonably be determined on the Leases;Apportionment Date: (7a) charges for waterreal property taxes and assessments (or installments thereof), sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period fiscal year for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issuedpayable; (8) amounts paid or payable under the Service Contracts b) water rates and charges, except those required to be assigned paid directly by tenants in occupancy of portions of the Premises to and assumed by the Operating Partnershipentity imposing same; (9c) fees sewer taxes and rents, except those required to be paid for assignable current Licensesdirectly by tenants in occupancy of portions of the Premises to the entity imposing same; (10d) premiums on existing transferable insurance policiesannual permit, or renewals of those expiring prior to Closinglicense and inspection fees, if any such policy shallany, on the basis of the fiscal year for which levied, if the rights with respect thereto are transferable to Lessor; (e) fuel, if any, at the option cost per gallon or cubic foot most recently charged to Lessee, based on the supplier's measurements thereof, plus sales taxes thereon; (f) deposits on account with any utility company servicing the Premises, to the extent transferred to Lessor; (g) fixed, escalation and other rent of tenants in occupancy of the operating PartnershipPremises, be assigned to if, as, and assumed by when collected (the operating Partnership at "Sublease Rents" (h) amounts deposited with the Closingholder of any Fee Mortgage or any Leasehold Mortgagee for escrows of real estate taxes and insurance premiums; and (11i) all other expenses of operationitems customarily apportioned in connection with similar properties similarly located. (b) Rents which are due and payable to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between the relevant Partnership Seller and the Operating Partnership Purchaser at the Closing as of 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made the "Adjustment Date"): (a) fixed or base rents ("Rents") which have been prepaid, security deposits referred to in Section 8(e), Rents for the quantity of OP Units month in which the Closing occurs and Additional Rents and other amounts paid by tenants applicable to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on periods which expire after the Closing Date): (1) interest on the Morgan Loan, which have been received by Seller; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3b) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; special assessments (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of but only any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior installment relating to the Closingperiod in which the Adjustment Date occurs), the water charges, sewer rents and charges therefor shall be adjusted at the Closing and vault charges, if any, on the basis of the charges for the prior fiscal years (or applicable billing period if other than a fiscal year), respectively, for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issuedsame have been assessed; (8) amounts paid or payable under c) value of prepaid fuel belonging to the Service Contracts to be assigned to and assumed by Seller stored on the Operating PartnershipProperty, at the Seller's cost, including any taxes, on the basis of a statement from the Seller's suppliers; (9d) fees paid for assignable current Licensescharges and payments under Contracts that are being assigned to the Purchaser pursuant to the terms of this Agreement and listed on Schedule 3 hereto or permitted renewals or replacements thereof; (10e) premiums on existing transferable insurance policiesany prepaid items, or renewals of those expiring prior including, without limitation, fees for licenses which are transferred to Closing, if any such policy shall, the Purchaser at the option of Closing and annual permit and inspection fees; (f) utilities, to the operating Partnershipextent required by Section 3.4; (g) deposits with telephone and other utility companies, be and any other persons or entities who supply goods or services in connection with the Property if same are assigned to and assumed by the operating Partnership Purchaser at the Closing; (h) personal property taxes, if any, on the basis of the fiscal year for which assessed; (i) all other revenues from the operation of the Property other than Rents and Additional Rents (including, without limitation, parking charges, tenant direct electrical reimbursements, HVAC overtime charges, and telephone booth and vending machine revenues); (j) New Lease Expenses as provided in Section 10.1.2; (k) all rent, charges, additional rent or expenses or other charges under the Ground Leases; and (11l) such other expenses items as are customarily apportioned between sellers and purchasers of operation. (b) Rents which are due and payable real properties of a type similar to the Partnership by any tenant but uncollected as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing DateProperty and located in Los Angeles County, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating PartnershipCalifornia. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As to each Property, the The following items shall be apportioned between Seller and Purchaser (based on the relevant Partnership periods to which they relate and are applicable, and regardless when payable, except as otherwise expressly provided to the Operating Partnership contrary) as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood the “Apportionment Date”), such that all such adjustments Purchaser shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be treated as the owner of the Properties 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”) 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 Date): (1occurs, shall, unless otherwise provided in Section 8(b) interest on hereof, be apportioned between Purchaser and Seller based upon the Morgan Loannumber of days during the month in which the Apportionment Date occurs that each party actually owned the Property; (2ii) real estate taxes are to be apportioned based on Section 8(c) hereof. Sewer rents and taxes, water rates and charges (to the Reserves extent not accounted for pursuant to clause (i) above or (iii) below), vault charges and Escrows 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 Taxes”), on the basis of the respective periods for which each is assessed or imposed, are to be apportioned in accordance with Section 8(c) hereof; (iii) charges for all utilities (to the extent not paid directly by tenants under the Leases) and other due and unpaid operating expenses shall be 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 the City of Chicago under the Pedestrian Bridge Agreement, assigned to Purchaser at the Closing (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following cover any period after the Closing); (3v) real estate and personal property taxes, on any amounts prepaid or payable by the usual and customary "DUE DATE" basis; owner of the Property under Contracts (4if any) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, Purchaser at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11vi) 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 such matters are customarily apportioned in connection with real estate closings of operationcommercial properties located in downtown Chicago, Illinois. (bi) Rents which are Any past due and payable to the Partnership delinquent Fixed Rents or Additional Rent owing by any tenant but uncollected as of for any period through the Closing Apportionment Date shall not be adjusted at prorated. If, on the ClosingApportionment 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). All rents collected by the operating Partnership 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 applied first in the following order of priority (without duplication): (A) first, to rentals accruing 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 Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustmentapportionment pursuant to Section 8(a) above). All rent collected after Closing for any , (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 particular month during which Seller owned the relevant PartnershipProperty 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 Operating Partnershipother 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 Operating Partnership 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 promptly send such rent 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 relevant Partnershipunderlying operating expenses to which they relate. If, less all as of Closing, Seller has received Additional Rent in excess of the expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, Seller which are reimbursable as Additional Rent prior to Closing, for rental period(s) subsequent to the Closing Date, Purchaser shall be paid by receive a credit in the amount of such Partnership to the Operating Partnership excess at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after If, as of the Closing Date, Seller has incurred expenses reimbursable as Additional Rent in excess of the amount of Additional Rent actually received from tenants, Seller shall belong to receive a credit in the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send amount of such rent to the Operating Partnership. (c) Any apportionment estimated deficiency at the Closing shall be finally adjusted as 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 the term of the Leases. Any error amounts due by Purchaser or Seller, as applicable, from such re-proration shall be paid within fifteen (15) Business Days after the same is determined (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 calculation of apportionments shall be corrected subsequent to calendar year in which the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments occurs) (except as to errors caused by misrepresentationthe “Apportioned Property Taxes”) shall be deemed final upon prorated on the expiration basis of ninety 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 (90which are due and payable in the calendar year following the calendar year in which the Closing occurs) days 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 DateDate 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 be held by the receiving party as a trust fund, and remitted to the other party within ten (10) Business Days of receipt. (d) If on To the extent the same are not paid directly by tenants under the Leases, Purchaser and Seller hereby acknowledge and agree that the amounts of all telephone, electric, gas, steam, sewer, water bills, trash removal bills, and janitorial and maintenance service bills (collectively, “Utilities”) relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by Seller before Closing, if possible, or shall be paid thereafter by Seller or adjusted between Purchaser and Seller after the 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, any Property which obligation shall be affected by any special assessment for public improvements or otherwise which is or may become payable by survive Closing. Seller shall further attempt to obtain from the relevant Partnership in annual installments, provider of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreementsame, all the unpaid installments other service statements and bills of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closingaccount. (e) Each Partnership Leasing Commissions (as defined below) and Tenant Inducement Costs (as defined below) payable with respect to any Leases shall be allocated as set forth in this Section 8(e) between Seller and Purchaser. (i) Seller shall be 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 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 expressly 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 obligation to pay any such unpaid amounts. (ii) Purchaser shall be responsible for, and shall pay at 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 extent the amounts of such Leasing Commissions and/or Tenant Inducement Costs are disclosed in the Due Diligence Materials (including, without limitation, Seller’s existing property management and leasing agreements for the Property) provided to Purchaser prior to Closing, all amounts due the expiration of the Inspection Period or are otherwise disclosed in writing to Purchaser prior to the Closing Date expiration of the Inspection Period. In connection therewith, Seller shall retain liability for employeesthe payment of any Leasing Commissions and/or Tenant Inducement Costs (x) due and payable in connection with the Finalized Pending Lease Transactions, salaries(y) contained in new Leases or any amendments to existing Leases exercised or executed on or after October 3, accrued vacation pay2013 in violation of the terms of Section 10(b)(i) of this Agreement and (z) arising under any options, withholding and payroll taxesextensions, and renewals, expansions or any other benefitsobligations of the landlord exercised or executed on or after October 3, and any management fee affecting 2013 under existing Leases, but only to the Property, or Properties, owned by extent the amounts of such Partnership.Leasing Commissions and/or Tenant Inducement Costs were not disclosed in

Apportionments. (a) As to each Property, the A. The following items shall be apportioned between Seller and Purchaser at the relevant Partnership and Closing with respect to the Operating Partnership Premises as of 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments Date, and the net amount thereof either shall be made paid by Purchaser to Seller or credited to Purchaser, as the case may be, at the Closing (or thereafter, pursuant to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Dateterms hereof): (1i) interest on Real property taxes and assessments (or installments thereof), BID taxes, vault charges and any other governmental taxes, charges or assessments levied or assessed against the Morgan LoanPremises, except those required by Leases to be paid by a Tenant directly to the entity imposing same; (2ii) Water rates and charges, except those required by Leases to be paid by a Tenant directly to the Reserves entity imposing same; (iii) Sewer taxes and Escrows rents, except those required by Leases to be paid by a Tenant directly to the entity imposing same (which will be held by Morgan for collectively with the benef▇▇ ▇▇ items described in the Operating Partnership following the Closingimmediately preceding clauses (i) and (ii), “Property Taxes”); (3iv) real estate Permit, license and personal property taxesinspection fees, if any, on the usual and customary "DUE DATE" basisbasis of the fiscal year for which levied, if the rights with respect thereto are transferred to Purchaser; (4v) rents under Fuel, if any, at the cost per gallon most recently charged to Seller as of the Closing Date, based on the supplier’s measurements thereof, plus sales taxes thereon, which measurements shall be given by Seller to Purchaser as close to the Closing Date as is reasonably practicable (but in no event more than two (2) Business Days prior to Closing), and which, absent manifest error, shall be conclusive and binding on the Seller and Purchaser, except those required by Leases for to be paid by a Tenant directly to the relevant monthentity imposing same; (vi) Deposits on account with any utility company servicing the Premises to the extent transferred to Purchaser shall not be apportioned, and Seller shall receive a credit in the full amount thereof (including accrued interest thereon, if any); (vii) Rents (as hereinafter defined), if, as and when collected, in accordance with Section 7(F) hereof; (5viii) coin operated laundry concession incomeLeasing Costs (as hereinafter defined), in accordance with Section 20(B) hereof; (6ix) the full amount of all Security Deposits then held Payments due under the Leasesany Surviving Contracts; (7x) charges for waterWages and fringe benefits (including, sewerwithout limitation, electricityvacation pay, fuelsick days, gashealth, telephone welfare, pension and disability benefits) and other utilitiescompensation payable to all Employees (other than and not including pension withdrawal liability, which are not metered or otherwise charged directly to tenants under is addressed in Article 11 hereof); and (xi) All other items customarily apportioned in connection with the Leases; provided that if the consumption sale of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading similar properties similarly located. B. Apportionment of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor Property Taxes shall be adjusted at the Closing made on the basis of the charges for the prior period fiscal year for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable to the Partnership by any tenant but uncollected as of assessed. If the Closing Date shall occur before an assessment is made or a tax rate is fixed with respect to Property Taxes for the tax period in which the Closing Date occurs, apportionment for any item not yet fixed shall be adjusted made on the basis of the Property Tax rate for the preceding year applied to the latest assessed valuation. After the tax rate for Property Taxes is finally fixed, Seller and Purchaser shall promptly make a recalculation of the apportionment of same after the Closing, and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other based upon such recalculation. C. Any unpaid amounts due in respect of Property Taxes which Seller is obligated to pay and discharge, with interest and penalties thereon (if any) to the Closing Date may, at Seller’s option, be allowed to Purchaser out of the balance of the Purchase Price, provided that official bills therefor with interest and penalties thereon (if any) are furnished by Seller at the Closing. All rents collected by Closing and provided that the operating Partnership Title Insurer will omit same as exceptions from Purchaser’s title insurance policy, at no additional cost or expense to Purchaser. D. If any refund of Property Taxes is made after the Closing Date covering a period prior to and/or after the Closing Date, the same shall be applied first to rentals accruing subsequent the reasonable out-of-pocket costs incurred by Seller or Purchaser, as the case may be, in obtaining same and the balance, if any, of such refund shall, to the extent received by Purchaser, be paid to Seller to the extent that any portion thereof is attributable to the period prior to the Closing Date and, to the extent received by Seller, be paid to Purchaser to the extent that any portion thereof is attributable to the period commencing on the Closing Date. Any payment to Seller pursuant to the immediately preceding sentence shall be net of any amount payable to a Tenant in accordance with its Lease (and any payment to Purchaser by Seller pursuant to the immediately preceding sentence shall include (without double counting) any amount payable to a Tenant in accordance with its Lease, and Purchaser shall promptly pay any such amounts received by Purchaser from Seller to the extent owing to such Tenant pursuant to its Lease. Purchaser hereby agrees to indemnify, defend and hold harmless Seller against any claims, losses, costs and expenses incurred by Seller to the extent resulting from Purchaser’s failure to remit such amount payable to such Tenant pursuant to its Lease promptly after receipt thereof from Seller by Purchaser (including, without limitation, any reasonable attorneys’ fees, disbursements and court costs). Purchaser’s indemnification obligations hereunder shall survive the Closing and delivery of the Deed. E. If there are meters measuring water consumption or sewer usage at the Property (other than meters measuring water consumption or sewer usage for which a Tenant is obligated to pay under its Lease directly to the taxing authority or utility), Seller shall attempt to obtain readings to a date not more than thirty (30) days prior to the Closing Date, and apportionment for water rates and charges and sewer taxes and rents shall be made based on such reading. If such readings are not obtained (and if such readings are obtained, then with respect to any rents past due period between such reading and the Closing Date), water rates and charges and sewer taxes and rents, if any, shall be apportioned based upon the last meter readings, subject to reapportionment when readings for the calendar month in which relevant period are obtained after the Closing Date, and the parties shall, within five (5) business days following notice of the determination of such actual reading, make an appropriate payment to the other based upon such recalculation. Charges for all electricity, steam, gas and other utility services (collectively, “Utilities”) shall be billed to Seller’s account up to the Closing Date occurs (subject and, from and after the Closing Date, all Utilities shall be billed to adjustment)Purchaser’s account. All rent collected after Closing If for any period 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 (which shall be made no more than thirty (30) days prior to the Closing shall belong Date). If any apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within five (5) business days following notice of the determination of such actual reading, readjust such apportionment and make an appropriate payment to the relevant Partnershipother based upon such recalculation. If any of the Tenants pay electric charges based on a submeter for their electric consumption, and if paid then Seller shall cause any such submeter to be read as close as possible to the Operating PartnershipClosing Date and upon completion of such reading, the Operating Partnership Seller shall promptly send b▇▇▇ each such rent to the relevant PartnershipTenant electric charges, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereofbased on such reading. At the Closing, each Partnership Seller shall deliver provide the Purchaser with documentation as to the Operating Partnership a schedule of all any such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, readings and b▇▇▇▇▇▇▇ for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnershipsubmetered electric charges. (c) Any apportionment estimated at F. To the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, extent that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days Seller or Purchaser receives Rents after the Closing Date. (d) If on , the Closing Date, any Property same shall be affected held in trust by any special assessment for public improvements Seller or otherwise which is or Purchaser, as the case may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Propertybe, and shall be paid and discharged by applied in the relevant Partnership at the Closingorder of priority set forth in this Section 7(F). (ei) Each Partnership The following terms shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxesas defined herein: “Base Rents”: fixed rent, and other benefitsamounts of a fixed nature (which may include, without limitation, electric inclusion and supplemental water, HVAC and condenser water charges paid or payable by Tenants); “Overage Rents”: a percentage of the Tenant’s business during a specified annual or other period (sometimes referred to as “percentage rent”), so-called “escalation rent”, and any management fee affecting the Propertyadditional rent based upon increases in or otherwise attributable to real estate and BID taxes, operating expenses, utility costs, a cost of living index or Propertiesp▇▇▇▇▇’▇ wages or otherwise, owned by such Partnership.but which shall in no event include Reimbursable Payments (as hereinafter defined); “Reimbursable Payments”:

Apportionments. (a) As A. Subject to each Propertythe terms of this SECTION 6, the following items shall items, without duplication, are to be apportioned between Seller and Purchaser with respect to the relevant Partnership and the Operating Partnership Property as of 11:59 p.m. p.m., New York City time, on the date immediately prior to the Closing Date, and at the Closing the net amount thereof shall either be (x) paid by Purchaser to Seller by wire transfer of immediately available federal funds to a bank account designated by Seller, or (y) credited by Seller against the Purchase Price: (i) real property taxes and assessments (including, if applicable, any business personal property assessment); (ii) water rates and charges, except those required to be paid by Tenants directly to the entity imposing same; (iii) sewer taxes and rents; (iv) fuel and all other utilities, including, without limitation, taxes thereon; (v) deposits on account with any utility company servicing the Property, to the extent transferred to Purchaser; (vi) deposits on account with any municipality having jurisdiction over the Property, to the extent transferred to Purchaser; (vii) annual permit, license and inspection fees, if any, on the basis of the day immediately preceding fiscal year for which levied, if the rights with respect thereto are transferable to Purchaser; (viii) charges under the Third-Party Contracts that are in effect on the Closing Date, if any; (ix) building related inventory in unopened packages (provided Seller provides reasonable substantiation for the cost thereof and a detailed list of all such items to the extent not previously included in operating expenses); and (x) all other items that reasonably require apportionment in accordance with local custom and practice to effectuate the transactions contemplated hereby. Seller shall provide a draft apportionment statement to Purchaser for Purchaser's review and approval not less than five (5) business days prior to the Closing Date. Seller and Purchaser shall adjust any apportionments made under this SECTION 6 after the Closing to account for errors or incorrect estimates made as of the Closing Date (it being understood agreed that all the parties' aforesaid agreement to make such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on survive the Closing Date): for a period of twelve (112) interest on months). Within twenty (20) days after the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxesdate hereof, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership Buyer shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued; (8) amounts paid or payable under the Service Contracts to be assigned to and assumed by the Operating Partnership; (9) fees paid for assignable current Licenses; (10) premiums on existing transferable insurance policies, or renewals notify Seller in writing of those expiring prior Third-Party Contracts that Buyer elects not to Closingassume ("REJECTED CONTRACTS"). Seller shall terminate all Rejected Contracts, if any such policy shall, at the option of the operating Partnership, be assigned to and assumed by the operating Partnership at the Closing; and (11) other expenses of operation. (b) Rents which are due and payable to the Partnership by any tenant but uncollected effective as of the Closing Date shall not be adjusted at the Closing. All rents collected by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent to the Closing Date, and then to any rents past due for the calendar month in which the Closing Date occurs (subject to adjustment). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at the Closing shall be finally adjusted as soon as practicable after the Closing. Any error in the calculation of apportionments shall be corrected subsequent to the Closing with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. (a) As Subject to each Property, the express terms of this Section 12 the following items of income and expense shall be apportioned between prorated on the relevant Partnership basis that REIT Sub owned the Property Owner (and the Operating Partnership Property) prior to the transfer of the Interests to Cedar and that Cedar owned the Property Owner (and the Property) following the Closing. as of 11:59 p.m. of on the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing “Adjustment Date): ”) (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant month, as and when collected; (5) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for water, sewer, electricity, fuel, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for actual number of days elapsed over the prior period for which bills were issued, and shall be further adjusted when the bills for the period including the Closing Date are issued;applicable period): (8) amounts paid i) Fixed rents, additional rents, percentage rent and all other sums and credits due or payable under the Service Contracts to Leases and any other items of income, as and when collected (it being acknowledged that all such amounts received after the Closing shall be assigned to and assumed by the Operating Partnershipapplied as provided in Section 12(j); (9ii) fees All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed (except to the extent required to be paid for assignable current Licensesby Tenants in good standing pursuant to Leases); (10iii) premiums 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 annual permit and inspection fees; (v) Utilities, including, without limitation, telephone, steam, electricity and gas, on existing transferable insurance policies, or renewals of those expiring prior to Closing, if any such policy shall, at the option basis of the operating Partnershipmost recently issued bills therefor (except to the extent required to be paid by Tenants pursuant to Leases); (vi) Deposits with telephone and other utility companies; (vii) Without duplication of Section 2(a), be assigned payments of principal and interest and other costs payable under the Loan; (viii) Cash and cash equivalents (e.g., U.S. Treasuries) held by or for the account of the Property Owner; (ix) Deposits, reserves or escrows made by or on behalf of the Property Owner with respect to the Loan and assumed by the operating Partnership at other obligations that will remain in effect on and after the Closing; and (11x) Such other expenses items as are customarily apportioned between sellers and purchasers of operationreal properties (and interests therein) of a type similar to the Property and located in the State or Commonwealth in which the Property is located. (b) Rents With respect to each Lease pursuant to which are the applicable Tenant commenced the payment of regularly scheduled rent before July 1, 2012 REIT Sub shall be responsible and liable to pay and shall pay when due and the following (collectively, “Leasing Costs”): (i) any real estate or leasing commissions (including, without limitation, commissions payable to the Partnership by Cedar or its affiliates); (ii) any tenant but uncollected as inducements or tenant allowances payable under the Leases (or any modification or amendment thereof); (iii) any costs and expenses of any lease take-over, assignment, assumption or other commitments required pursuant to the Closing Date shall not Leases (or any modification or amendment thereof); and (iv) the costs and expenses of any initial tenant build-out work or improvements to rentable or rental space in the applicable Building required to be adjusted at the Closing. All rents collected performed by the operating Partnership after the Closing Date shall be applied first to rentals accruing subsequent landlord thereunder and arising pursuant to the Closing Date, and then to Leases (or any rents past due for the calendar month in which the Closing Date occurs (subject to adjustmentmodification or amendment thereof). All rent collected after Closing for any period prior to the Closing shall belong to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At the Closing, each Partnership shall deliver to the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing shall be paid by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships for rental periods after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send such rent to the Operating Partnership. (c) Any apportionment estimated at With respect to Leasing Costs for each Lease pursuant to which the Closing applicable Tenant did not commence the payment of regularly scheduled rent until on or after July 1, 2012, Cedar shall be finally adjusted as soon as practicable after responsible for payment of the ClosingLeasing Costs for each such Lease. Any error For purposes of clause (b) and this clause (c), with respect to Leasing Costs incurred in the calculation connection with amendments or modifications of apportionments Leases (including, without limitation, extensions of Leases), allocation of responsibility for Leasing Costs incurred in connection with such amendments or modifications shall be corrected subsequent to based on the Closing with appropriate credits to commencement of regularly scheduled rent under such amendments or modifications or, if no regularly scheduled rent shall be given contemplated by such amendments or modifications and Leasing Costs were nonetheless incurred, based upon corrected on the date of such amendment or modification. (d) There will be no adjustment (other than current year adjustments; provided) for deferred amortized common area costs, howeverif any, that all are recoverable from Tenants after Closing nor will any adjustments (except as to errors caused by misrepresentationother than current year adjustments) be made with respect thereto after Closing regardless of any amounts received from Tenants relating thereto. (e) A statement of adjustments shall be deemed final upon the expiration prepared by Cedar for approval of ninety RioCan Holdings, REIT and REIT Sub, acting reasonably, at least five (905) days after Business Days before the Closing Date. (df) If If, on the Closing Date, any items of additional rent or percentage rent under the Leases or other income or expense of the Property shall not have been ascertained, then such items shall be affected adjusted retroactively as and when the same are ascertained. If the final cost or amount of any item which is to be adjusted cannot be determined at Closing, then an initial adjustment for such item shall be made at Closing, such amount to be estimated by Cedar, acting reasonably, as of the Adjustment Date on the basis of the best evidence available at the Closing as to what the final cost or amount of such item will be. A final adjustment shall be made no later than the date being one (1) year after the Closing Date with respect to all matters other than real estate taxes and two (2) years after the Closing Date with respect to real estate taxes (each, an “Outside Adjustment Date”). No re-adjustment may be claimed by any special party with respect to any Property later than the applicable Outside Adjustment Date. (g) Adjustment made pursuant to subsections (e) and (f) above shall be adjustments to income and expense and not to the consideration payable for the Interests, and the net amount thereof shall be paid by one party to the other in accordance therewith. (h) If, with respect to the Property, the Closing shall occur before the applicable real estate tax rate is fixed, the apportionment of real estate taxes for the 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 for public improvements is fixed, the apportionment of taxes or otherwise which 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. (i) Cedar agrees that the Price will not be distributed by REIT Sub prior to sale to RioCan Holdings pursuant to the Other Agreement. (j) If any Tenant at the Property is in arrears in the payment of rent or may become payable by any other receivables on the relevant Partnership Closing Date, any and all rents and receivables received from such Tenant after the Closing shall be applied in annual installments, the following order of priority: (i) first to the month in which the first installment is Closing occurred; (ii) then a charge to any month or lien 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 has been paid, then, for other receivables or any portion thereof received after the purposes Closing are payable to the other party by reason of this Agreementallocation, all the unpaid installments appropriate sum, less a proportionate share of such assessmentany reasonable attorneys’ fees, including those which are to become due costs and payable after the Closingexpenses of collection thereof, shall be deemed promptly paid to be due and payable and to be liens upon such Property, and the other party. (k) The provisions of this Section 12 shall be paid and discharged by the relevant Partnership at survive the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.

Apportionments. 3.1 The following shall be apportioned with respect to the Premises between Seller and Purchaser concurrently with the execution and delivery hereof and the consummation of the transactions described in this Agreement (the "Closing"), as of midnight of the night preceding the date hereof (the "Closing Date"): (a) As to each PropertyMonthly base rents ("Base Rents") and "Additional Rents" (as hereinafter defined) and other amounts payable by "Tenants" (as hereinafter defined), the following items shall be apportioned between the relevant Partnership and the Operating Partnership as of 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the quantity of OP Units to be issued and delivered to the Affiliated Partnerships, and that, for purposes thereof, the Operating Partnership shall be deemed to be the owner of the Properties on the Closing Date): (1) interest on the Morgan Loan; (2) the Reserves and Escrows (which will be held by Morgan for the benef▇▇ ▇▇ the Operating Partnership following the Closing); (3) real estate and personal property taxes, on the usual and customary "DUE DATE" basis; (4) rents under the Leases for the relevant monthif, as and when collected; (5b) coin operated laundry concession income; (6) the full amount of all Security Deposits then held under the Leases; (7) charges for waterreal estate taxes, sewerwater charges, electricitysewer rents and vault charges, fuelif any, gas, telephone and other utilities, which are not metered or otherwise charged directly to tenants under the Leases; provided that if the consumption of any such utilities is measured by meters, at Closing the Partnership shall furnish a current reading of each meter, and provided, further, that if there is not a meter, or if the meter(s) cannot be read by the relevant utility prior to the Closing, the charges therefor shall be adjusted at the Closing on the basis of the charges for the prior period fiscal years, respectively, for which bills were issuedthe same are assessed, and except that if there is a water meter on the Premises, then apportionment of the metered water charges shall be further adjusted when made in accordance with Section 3.6; for purposes of this Agreement, taxes or assessments imposed by any business improvement district in which the bills for the period including the Closing Date are issuedPremises is located shall be treated as and included in real estate taxes; (8) amounts paid or payable under c) value of fuel stored at the Service Contracts to be assigned to and assumed by Premises, at Seller's cost, including any taxes, on the Operating Partnershipbasis of a statement from Seller's supplier; (9d) fees paid for assignable current Licensescharges and payments under "Contracts" (as hereinafter defined) which are assigned to Purchaser pursuant to Section 12.1(d) hereof; (10e) premiums any prepaid items of operating expenses relating to the Premises including annual permit and inspection fees; (f) to the extent Purchaser has not arranged a transfer of accounts effective as of the Closing Date, utilities, including telephone, steam, electricity and gas, on existing transferable insurance policiesthe basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or renewals if current meter readings are available, on the basis of those expiring prior to Closingsuch readings; (g) transferable deposits, if any, with telephone and other utility companies and any such policy shallother persons or entities who supply goods or services in connection with the Premises, if assigned (at the option of the operating Partnership, be assigned Purchaser's election) to and assumed by the operating Partnership Purchaser at the Closing, in which case the amounts of such deposits shall be credited in their entirety to Seller; (h) Seller's share, if any, of all revenues from the operation of the Premises other than rents and Additional Rents (including parking charges, and telephone booth and vending machine revenues), if, as and when received; (i) permitted administrative charges, if any, on those Tenants' security deposits transferred by Seller pursuant to Section 12.1(c); (j) wages (including the related payroll taxes), vacation pay, pension and welfare benefits, and other fringe benefits of all persons employed at the Premises whose employment was not terminated at or prior to the Closing; to the extent applicable, such items shall be apportioned in accordance with any rules or procedures provided for under the "Union Contracts" (as hereinafter defined); and (11k) such other expenses items as are customarily apportioned between Seller and purchasers of operationreal properties of a type similar to the Premises and located in the City and County of New York. 3.2 [Intentionally Deleted] (a) If on the Closing Date any Tenant is in arrears in the payment of Base Rent or Additional Rent, or has not paid the Base Rent payable by it for the month or the Additional Rent payable by it for the billing period in which the Closing occurs (whether or not such Tenant is in arrears for such month or billing period on the Closing Date), then any Base Rents and Additional Rents received by Purchaser or Seller from such Tenant (hereinafter, even if such Tenant is not in arrears, referred to as a "Delinquent Tenant") after the Closing shall be apportioned, paid, and applied, on a tenant-by-tenant basis, in the following order of priority: (i) first, to Seller for application to past due Additional Rents for the item described as "Retro Electric" on the last page of the "Arrearages Schedule" (hereinafter defined) annexed hereto, which item represents electricity charges billed, due and unpaid for the calendar year 2000; (ii) then, to Seller for application to past due Base Rents and to past due Additional Rents for electricity, in each case for the month preceding the month in which the Closing occurred, and as more fully shown on the Arrearages Schedule; (iii) then, to apportionment between Seller and Purchaser for application to past due Base Rents and to past due Additional Rents for electricity, in each case for the month in which the Closing occurred; (iv) then, to Purchaser for application to Base Rents and to Additional Rents for electricity due and unpaid for any month or months following the month in which the Closing occurred; (v) then, to Seller for application to Base Rents and to Additional Rents for electricity due and unpaid for any month or months prior to the month preceding the month in which the Closing occurred, as more fully shown on the Arrearages Schedule; (vi) then, to Seller for application to all other past due Additional Rents for the billing period preceding that in which the Closing occurred, as more fully shown on the Arrearages Schedule; (vii) then, to apportionment between Seller and Purchaser for application to all other past due Additional Rents for the billing period in which the Closing occurred; (viii) then, to Purchaser for application to all other past due Additional Rents for any billing period or periods following the billing period in which the Closing occurred; (ix) then, to Seller for application to all other past due Additional Rents for any billing period or periods prior to the billing period preceding the billing period in which the Closing occurred, as more fully shown on the Arrearages Schedule. (b) If any Base Rents which or Additional Rents, or any portion of either thereof, received by Seller or Purchaser after the Closing are due and payable to the Partnership other party by any tenant but uncollected as reason of the Closing Date above allocation, then the appropriate sum, less a proportionate share of any reasonable attorneys' fees and reasonable costs and expenses expended in connection with the collection thereof, shall not be adjusted at the Closing. All rents collected held in trust by the operating Partnership recipient party for the other party and promptly paid to such other party. If any payment shall be received by Seller or Purchaser after the Closing Date from a Delinquent Tenant, then the proceeds thereof shall be applied first in accordance with the order of priority provided in Section 3.3(a) above, regardless of whether any other application may have been denoted thereon or in any accompanying written communication by such Tenant. (a) If any Tenants are required to rentals accruing subsequent to pay percentage rent, escalation or "pass-through" charges for real estate taxes, fuel, electricity, labor, porter's wage or other operating expenses, parking charges, c▇▇▇-▇▇-▇iving increases, common area maintenance charges, or other charges of a similar nature ("Additional Rents"), and any Additional Rents are received by Purchaser after the Closing Date, and or by Seller before or after the Closing Date, from a Tenant other than a Delinquent Tenant, then such Additional Rents shall be applied as follows: (i) first, to any rents past due Seller for application to Additional Rents for the calendar month billing period preceding that in which the Closing Date occurs occurred; (subject ii) then, to adjustmentapportionment between Seller and Purchaser for application to Additional Rents for the billing period in which the Closing occurred; and (iii) then, to Purchaser for application to Additional Rents for the billing period or periods following the billing period in which the Closing occurred. Each party shall hold any Additional Rents so received by it in trust for the party so entitled thereto, and shall promptly remit to such party the amounts thereof which are payable to such party pursuant to such order of priority. (b) With respect to any percentage rents and other Additional Rents for the calendar year in which the Closing occurs, if and to the extent the same are not determined, billed, or collected until after the end of such year, or, if applicable, until after the close of a lease year ending after the Closing Date, then (i) the same shall be apportioned and appropriate settlement between the parties made promptly after such determination, billing, and collection; and (ii) if any such percentage or other Additional Rents are ordinarily not billed to a Tenant until after the close of the calendar year in which the Closing occurs, or, if applicable, until after the close of a lease year ending after the Closing Date, then the same shall be billed by Purchaser after the end of such calendar year or lease year, as the case may be, as promptly as permitted under the applicable terms of such Tenant's Lease and Seller shall provide Purchaser with the information necessary to accomplish such billing (to the extent such information is not in Purchaser's possession). All rent collected after Closing for Notwithstanding anything in the preceding sentence to the contrary, if there shall be any unbilled Additional Rents attributable in whole or in part to any period prior to the Closing shall belong Date which may be billed to the relevant Partnership, and if paid to the Operating Partnership, the Operating Partnership shall promptly send such rent to the relevant Partnership, less all expenses incurred by the Operating Partnership, if any, in regard to the collection thereof. At Tenants at any time after the Closing, each Partnership shall deliver to then, if Seller so requests, the Operating Partnership a schedule of all such past due, but uncollected rents owed by tenants. All rents collected by any Partnership, prior to Closing, for rental period(s) subsequent to the Closing same shall be paid billed by such Partnership to the Operating Partnership at the Closing. All rents collected by the Operating Partnership or the Affiliated Partnerships Purchaser for rental periods Seller's account after the Closing shall belong to the Operating Partnership, and if paid to the Affiliated Partnerships, the Affiliated Partnerships shall promptly send after such rent to the Operating Partnershiprequest by Seller. (c) The apportionment of percentage rents, if any, shall be made on the basis of a full calendar year or lease year, as the case may be, and on the basis of such rents having been earned ratably throughout such year. For example, if percentage rent for a lease shall be based upon the lease year July 1, 2000 through June 30, 2001, or any other lease year which includes and ends after the Closing Date, then the annual percentage rent attributable to such lease year shall be divided by 365 to determine the average percentage rent per diem, and Seller and Purchaser shall each be entitled to that portion of such annual percentage rent equal to the product obtained by multiplying such per diem rent by the number of days within such lease year that Seller and Purchaser, respectively, owned the Premises. (a) After the Closing, Seller shall continue to have the right, in its own name, to bill, demand payment of, and collect rent and Additional Rent ▇▇▇earages owed to Seller by any Tenant on the Closing Date, or arrearages owed to Seller after the Closing Date in the case of any Additional Rents attributable to the period prior to the Closing Date and not billed until after the Closing Date, which right shall include the right to continue or commence legal actions or proceedings against any Tenant for the payment of such arrearages (provided, however, that Seller shall not commence or continue any legal action or proceeding to terminate a Tenant's tenancy), and delivery of the "Space Lease Assignment" (as hereinafter defined) shall not constitute a waiver by such Seller of such right. At no cost to Purchaser, or if Purchaser incurs any out-of-pocket cost with Seller's prior written consent, then Seller agrees to reimburse Purchaser for same, Purchaser agrees reasonably to cooperate with Seller, and Seller agrees reasonably to cooperate with Purchaser, after the Closing in connection with all efforts by Seller or Purchaser, respectively, to collect such past due rents and Additional Rents from any Tenant so in arrears. Such cooperation by each party ("cooperating party") at the request of the other ("requesting party") shall include (i) in the case of Purchaser as the cooperating party, adding such rent arrearages to Purchaser's bills to such Tenant for current rent obligations; (ii) testifying on behalf of the requesting party; (iii) delivering to the requesting party, upon request, any relevant books and records (including any rent or Additional Rent statements, receipted bills and copies of Tenant checks used in payment of such rent or Additional Rent); (iv) executing such consents or other documents as may be reasonably requested by the requesting party; and (v) taking such other reasonable actions as may be reasonably requested by the requesting party in order to assist such party in the collection of such rents and Additional Rents. (b) Purchaser shall not waive, compromise, settle, release or discharge any claims against any Tenants for any past due rent or Additional Rent owed to Seller without the prior written consent of Seller. (c) Purchaser shall furnish Seller with copies of all bills for rent or Additional Rent (to the extent such bills include items or amounts apportionable to Seller) rendered by Purchaser after the Closing with respect to the year (lease year or calendar year, as the case may be) in which the Closing occurs. Seller shall be given reasonable access by Purchaser after the Closing, on reasonable prior notice to Purchaser, to Purchaser's books and records with respect to the Premises in order to enable Seller to ascertain and verify rent collections and the like for purposes of determining Seller's rights to any apportionments to be paid to Seller after the Closing under this Section 3. 3.6 To the extent water charges and sewer rent are based on the water meters on the Premises, such items shall be apportioned on the basis of the most recent meter readings available as of the Closing Date, subject to reapportionment after the Closing when the next readings becomes available. 3.7 [Intentionally Deleted] (a) In the event Seller shall in the past have made any overpayments with respect to real estate taxes or water or sewer charges or similar items, which overpayments were not otherwise adjusted hereunder, then, and in such event, any refunds with respect to such overpayments shall remain the sole and absolute property of Seller, and Purchaser hereby relinquishes all claims thereto. If and to the extent any overpayments of such items were apportioned at Closing, then the corresponding refunds shall be similarly apportioned. Any refunds arising from any such overpayment received by Purchaser after the Closing and payable to Seller pursuant to this Section shall be held by Purchaser in trust for Seller and remitted forthwith to Seller. (b) Without limiting the generality of Section 3.8(a): all net real estate tax refunds and credits attributable to any tax year prior to the tax year in which the Closing occurs shall belong to and be the property of Seller; all net tax refunds and credits attributable to any tax year subsequent to the tax year in which the Closing occurs shall belong to and be the property of Purchaser; and all net tax refunds and credits attributable to the tax year in which the Closing occurs shall be apportioned between Seller and Purchaser according to the respective portions of such year (i) prior to the Closing Date and (ii) on and after the Closing Date. With respect to each tax refund or credit in Section 3.8(a) or in this Section 3.8(b) described, there shall be apportioned between the parties and deducted therefrom all reasonable expenses, including, without limitation, reasonable counsel fees and disbursements and reasonable consultant's fees, actually incurred in obtaining such refund. All tax refunds to be paid to either party after the Closing as contemplated under this Section 3.8 shall be net of any amounts due to Tenants on account of any such tax refunds, and Seller and Purchaser shall jointly determine such amount(s) (if any) due Tenants and direct the Seller's tax protest or certiorari counsel to deduct such amounts from the gross tax refund and to forward the same to the appropriate Tenant(s) prior to making any payment to Seller or Purchaser (as the case may be). 3.9 If any of the items subject to apportionment estimated 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 finally adjusted reapportioned and such errors and omissions corrected as soon as practicable after the ClosingClosing Date and the proper party reimbursed. Any No party shall have the right to require the recomputation of a Closing apportionment or the correction of an error or omission in a Closing apportionment unless such party (a) has obtained the calculation of apportionments shall be corrected subsequent previously unavailable information or has discovered the error or omission, and (b) has given notice thereof to the Closing other party together with appropriate credits to be given based upon corrected adjustments; provided, however, that a copy of its good faith recomputation of the apportionment and copies of all adjustments (except as to errors caused by misrepresentation) shall be deemed final upon the expiration of ninety (90) days after the Closing Date. (d) If on the Closing Date, any Property shall be affected by any special assessment for public improvements or otherwise which is or may become payable by the relevant Partnership in annual installments, of which the first installment is then a charge or lien or has been paid, then, for the purposes of this Agreement, all the unpaid installments of such assessment, including those which are to become due and payable after the Closing, shall be deemed to be due and payable and to be liens upon such Property, and shall be paid and discharged by the relevant Partnership at the Closing. (e) Each Partnership shall be responsible for, and shall pay at or prior to Closing, all amounts due to the Closing Date for employees, salaries, accrued vacation pay, withholding and payroll taxes, and other benefits, and any management fee affecting the Property, or Properties, owned by such Partnership.substantiating info