Common use of Apportionments Clause in Contracts

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight on the day immediately preceding the Closing Date (the “Apportionment Date”): (i) personal property taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, 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; (iv) Intentionally 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, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior to the 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 based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately prior to the Closing Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtained, on the basis of the most recent bills that are available. Purchaser shall be responsible for all utility charges after the Closing Date. (e) Intentionally omitted; (f) All amounts due or payable after Closing pursuant to any of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser.

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight on the day immediately preceding On the Closing Date and as of the Effective Time, Purchaser and Seller shall apportion the following obligations, expenses and prepayments with respect to the Owned Real Property, Leased Real Property, Business and Assets (which, with the “Apportionment Date”exception of the costs described under subsection (iv) of this Section 3.03(a), are subject to subsequent adjustment pursuant to Section 3.03(b)): (i) personal property the ad valorem taxes, water or sewer rates assessments and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Subject Property fees (collectively, the “Real Property Taxes”)) on such tax-year or fiscal-year basis or other period, as the case may be, as such Real Property Taxes may be levied or assessed, estimated on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) belowlast available tax ▇▇▇▇; (ii) water if arrangements cannot be made for separate billing, any apportionable utility charges to be apportioned and any other charges that are properly apportionable in accordance with Subsection (c) belowthe terms of this Agreement; (iii) charges for electricity, telephone, television, gas prepayments under the Assigned Contracts assumed by Purchaser and any other utilities (collectively, “Utilities”) made by prepayments exclusively related to 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 assignedRestaurants; (iv) Intentionally omittedthe aggregate estimated costs of completion of all of the requirements reflected in the facility assessment reports (“FARs”), for which Purchaser will receive a credit to the Closing Amount on the Closing Statement equal to 50% of such estimated costs; 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.and (v) all personal property taxes, if any, on the Equipment and other expenses previously incurred by Seller, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) belowPersonal Property. (b) 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 furnish to Purchaser a reconciliation that shall set forth the actual Inventory and Special Item amounts as of the Effective Time, the 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 final out-of-pocket costs and expenses for the reimaging projects described in Schedule 2.05(a)(ii) that were not reconciled at or prior to Closing. Real Property Taxes and other taxes, and all other expenses and charges relating to the ownership and/or occupancy, as applicable, of the Owned Real Property, Leased Real Property and Assets, shall be apportioned shared on a pro rata basis in proportion to the period of ownership or occupancy of Seller, on the basis one hand, and Purchaser, on the other hand. Purchaser shall review such reconciliation and shall notify Seller of any objections to any amounts shown within fifteen (15) days after receipt. During such period, Seller shall provide Purchaser with all information reasonably necessary and available to Seller relating to the computation of the fiscal period reconciliation and Seller will make reasonably available the employees of Seller responsible for which assessedand knowledgeable about the information used in, and the preparation of, the reconciliation. If such reconciliation provides that Purchaser owes Seller any amount, then Purchaser shall pay such amount shown as owed to Seller within thirty (30) days after the later to occur of (i) receipt by Purchaser of the reconciliation, or (ii) the resolution of all objections timely raised by Purchaser to the reconciliation. If such reconciliation provides that Seller owes Purchaser any amount, 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 reconciliation. (c) If there are water meters at In addition to the Subject Propertyadjustments and payments contemplated above, Seller shall endeavor and Purchaser agree to have make payments to each other on a timely basis with respect to amounts and adjustments not correctly ascertainable pursuant to Section 3.03(a) and Section 3.03(b) when the water utility read the meters on correct amount of any amounts to be adjusted or immediately prior apportioned pursuant to the Closing Date. Purchaser shall be responsible for all charges thereafter. If such readings this Section 3.03 are not obtainable, then, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such charges that are availableascertained. (d) The Utilities 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 the Final Actual Costs for a Reimaged Restaurant exceed the Estimated Costs for that Reimaged Restaurant by more than five percent (5%), 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 apportioned made by the responsible Party (i) by having utility company make a final meter reading on or immediately prior to the Closing Date, the payment within thirty (30) days of which shall be Seller’s responsibility, or delivery of the reconciliation and (ii) if such readings cannot be obtained, on by wire transfer of immediately available funds in accordance with written instructions provided by the basis of the most recent bills that are available. Purchaser shall be responsible for all utility charges after the Closing Dateother Party. (e) Intentionally omitted; (f) All amounts due or payable after Closing pursuant to any of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser.

Apportionments. (a) The A. Subject to the terms of this SECTION 6, the following shall items, without duplication, are to be apportioned between Seller and Purchaser with respect to the Property as of Midnight on the day immediately preceding the Closing Date (the “Apportionment Date”): (i) personal property taxes11:59 p.m., water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”)New York City time, on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, 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; (iv) Intentionally 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, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior to the 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 based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately prior to the Closing Date, and at the payment Closing the net amount thereof shall either be (x) paid by Purchaser to Seller by wire transfer of which shall be immediately available federal funds to a bank account designated by Seller’s responsibility, 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 such readings cannot be obtainedany, on the basis of the most recent bills fiscal year for which levied, if the rights with respect thereto are transferable to Purchaser; (viii) charges under the Third-Party Contracts that are availablein 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 be responsible 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 agreed that the parties' aforesaid agreement to make such adjustments shall survive the Closing for a period of twelve (12) months). Within twenty (20) days after the date hereof, Buyer shall notify Seller in writing of those Third-Party Contracts that Buyer elects not to assume ("REJECTED CONTRACTS"). Seller shall terminate all utility charges after Rejected Contracts, effective as of the Closing Date. (e) Intentionally omitted; (f) All amounts due or payable after Closing pursuant to any of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser.

Apportionments. (a) 3.1 The following shall be apportioned between Seller and Purchaser at the Closing, as of Midnight on midnight of the day immediately night preceding the Closing Date on the basis of the actual number of days of the relevant period and a year of three hundred sixty five (the “Apportionment Date”):365) days: (ia) prepaid rents, Additional Rents and other amounts payable by Tenants, if, as and when received; (b) to the extent not payable directly by any Tenants under their Leases, real estate taxes, personal property taxes, water or charges, sewer rates rents and charges vault charges, if any, on the basis of the fiscal years, respectively, for which the same have been assessed; (if not metered)c) the value of fuel stored at the Properties, personal property at Seller’s cost (including, without limitation, any taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”), on the basis of a statement from Seller’s supplier; (d) charges and payments under Contracts that are transferred to, and assumed by, Purchaser; (e) any prepaid items relating to the respective periods Properties (including, without limitation, fees for which each is assessed or imposedLicenses that are transferred to Purchaser at the Closing and annual inspection fees); (f) utilities (including, without limitation, telephone, steam, electricity and gas), either: (i) to be apportioned in accordance with Subsection (b) below;the extent that current meter readings are available, on the basis of such readings; or (ii) water charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, 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; (iv) Intentionally 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, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior to the Closing Date. Purchaser shall be responsible for all charges thereafter. If such extent that current meter readings are not obtainable, then, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately prior to the Closing Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtainedunavailable, on the basis of the most recent recently issued bills therefor, subject to adjustment after the Closing when the next bills are available; (g) transferable deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Properties, if same are assigned to Purchaser at the Closing, which deposits shall be credited in their entirety to Seller; (h) annual permit, license and inspection fees, if any, on the basis of the fiscal year for which levied, if rights thereunder are transferable to Purchaser; (i) itemized supplies on hand in unopened cartons or other containers, at Seller’s cost plus applicable sales taxes; and (j) as to each Property, such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Properties and located in the city and state where the Property is located. In addition to the foregoing apportionments, Purchaser shall be credited with the Net Tenant Incentive Reimbursement, determined as set forth in Section 3.7 below. 3.2 If the Closing shall occur before a new real estate or personal property tax rate is fixed, then the apportionment of taxes at the Closing shall be made initially on the basis of the tax rate for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed, any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party shall be reimbursed. 3.3 If, on the Closing Date, any Tenant is in arrears in the payment of rent, or has not paid the rent payable by it for the month in which the Closing occurs (whether or not it is in arrears for such month on the Closing Date), any rents received by Purchaser or Seller from such Tenant after the Closing shall be paid and applied in the following order of priority: (a) first, to Seller and Purchaser (to be allocated between them as provided in Section 3.1), to the extent of all rent due and payable by such Tenant for the month in which the Closing occurs; (b) next, to Purchaser, to the extent of all rent due and payable by such Tenant for the month after the month in which the Closing occurs; (c) next, to Seller, to the extent of all rent due and payable by such Tenant for the month prior to the month in which the Closing occurs; (d) next, to Purchaser, to the extent of all rent due and payable by such Tenant for the month or months after the month provided for in Section 3.3(b) above; and (e) last, to Seller, to the extent of all rent due and payable by such Tenant for the period prior to the month provided for in Section 3.3(c) above. If rents, or any portion thereof, received by Seller or Purchaser after the Closing are due and payable to the other party by reason of this Section 3.3, the appropriate sum, less a proportionate share of any reasonable attorneys’ fees and costs and expenses expended in connection with the collection thereof, shall be promptly paid to the other party. 3.4 Purchaser shall promptly pay to Seller, out of the first “pass-through” charges for real estate taxes, operating expenses and/or other charges of a similar nature (“Additional Rents”) received from each Tenant, the amount of all Additional Rents that are availabledue and payable by such Tenant with respect to any period prior to the Closing Date (whether or not such Additional Rents first became due and payable on or after the Closing Date), less a proportionate share of any reasonable attorneys’ fees and costs and expenses of collection thereof. Purchaser Notwithstanding anything provided herein to the contrary, if it shall be determined by any court or arbitrator of competent jurisdiction that any Additional Rents charged to any Tenants prior to the Closing Date were in excess of what Seller was entitled to charge such Tenants, then, as between Seller and Purchaser, Seller shall be responsible for reimbursing such Tenants for any such overcharges, and Purchaser shall have no liability as a result of any such overcharges. Each of the parties shall cooperate with the other in all utility charges reasonable respects in connection with the preparation and distribution to the Tenants of reconciliation statements for Additional Rents due for the 2004 calendar year (if such statements are not prepared and distributed by Seller prior to the Closing) and for the 2005 calendar year, and each party shall promptly deliver to the other party true and complete copies of all of such reconciliation statements issued thereby. 3.5 After the Closing, Seller shall continue to have the right, in its own name, to demand payment of, and to collect, rent and/or Additional Rent arrearages owed to Seller by any Tenant, which right shall include the right to commence and/or continue legal actions or proceedings against any Tenant for the payment of any such arrearages, provided, however, that Seller shall not commence or continue any legal action or proceeding to terminate a Tenant’s tenancy. Seller’s delivery of the Lease Assignment to Purchaser at Closing shall not constitute a waiver by Seller of such right. Purchaser shall cooperate with Seller in all reasonable respects in connection with Seller’s efforts to collect such rents and/or Additional Rents, and shall take all reasonable steps, whether before or after the Closing Date, as may be necessary or desirable in order to carry out the intention of the foregoing, including, without limitation: (a) adding any such arrearages to Purchaser’s bills to such Tenant for current rental obligations; (b) delivering to Seller, upon demand, any relevant books and records (including, without limitation, any rent and/or Additional Rent statements, receipted bills and copies of Tenant checks used in payment of rent and/or Additional Rent); (c) executing and delivering to Seller any and all reasonably required consents or other documents; (d) testifying on behalf of Seller at any legal actions or proceedings in which collection of such rents and/or Additional Rents has become an issue; and (e) performing any other reasonable act that shall be necessary or desirable in furtherance of Seller’s collection of such rents and/or Additional Rents. Purchaser shall not be obligated to incur any out-of-pocket cost or expense in connection with such cooperation, provided, however, that, if any such action requested in writing by Seller shall entail such cost and/or expense, then: (i) Purchaser shall notify Seller of such cost and/or expense in writing (including Purchaser’s reasonable estimate of the amount thereof) prior to taking such action; (ii) Purchaser shall nonetheless take such action if Seller notifies Purchaser that Seller will reimburse Purchaser for the reasonable, out-of-pocket cost and/or expense thereof; and (iii) Seller shall reimburse Purchaser for such reasonable, out-of-pocket costs and/or expenses promptly after Seller’s receipt of a reasonable detailed invoice in connection therewith. If any such Tenant, in response to Seller’s legal actions or proceedings to recover any such rent and/or Additional Rent arrearages, commences its own legal action against Seller, or files a counterclaim to Seller’s legal action or proceeding, and such Tenant’s legal action or counterclaim names Purchaser as a defendant and relates to the issues raised in Seller’s legal action or proceeding, then, in such event, Seller shall indemnify, hold harmless and defend Purchaser with counsel of Seller’s choice and reasonably acceptable to Purchaser with respect to any such legal action or counterclaim. Purchaser shall not waive, compromise, settle, release, or discharge any claims against any Tenants for any past due rents and/or Additional Rent accrued prior to the Closing Date without Seller’s prior written consent. 3.6 If any of the items subject to apportionment under the foregoing provisions of this Article 3 cannot be apportioned at the Closing because of the unavailability of the information necessary to compute such apportionment, or if any errors or omissions in computing apportionments at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned, such errors and omissions shall be corrected and the proper party shall be reimbursed as soon as practicable after the Closing. Neither party shall have the right to require a recomputation of a Closing apportionment, or the correction of an error or omission in a Closing apportionment, unless one of the parties: (a) has obtained the previously unavailable information or has discovered the error or omission; and (b) has given notice thereof to the other party, together with a copy of its good faith recomputation of the apportionment and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to apportionment hereunder and to give notice thereof as provided above after the Closing Date shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date. 3.7 Seller has informed Purchaser, and Purchaser confirms its understanding, that, pursuant to the provisions of the Fourth Amendment to Lease dated as of September 30, 2004, by and among Seller, as landlord, and Novo Nordisk Pharmaceuticals, Inc., as tenant, Seller is obligated to: (ea) Intentionally omittedreimburse Novo Nordisk Pharmaceuticals, Inc., for all or a portion of the cost and expense of renovating the premises formerly occupied by D▇▇▇▇ ▇▇▇▇▇▇ LLP; and (b) after the earlier day to occur of June 30, 2005 or the date upon which ZS Associates, Inc., shall vacate and surrender its premises in the 100 College Road Building: (i) reimburse Novo Nordisk Pharmaceuticals, Inc., for all or a portion of the cost and expense of renovating the premises surrendered by ZS Associates, Inc.; (fii) All amounts due or payable after allow Novo Nordisk Pharmaceuticals, Inc., to use and occupy the premises surrendered by ZS Associates, Inc., for three months rent free; and (iii) construct a doorway from the fitness facility located on the first floor of the north wing of the 1▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ to the outside of the Building and install a key card operated access control system on such door and on the existing door from the cafeteria facility to the outside of the Building. Purchaser hereby acknowledges that its assumption of the Leases at Closing will include, but not be limited to, the foregoing reimbursement, rent credit and construction obligations. In exchange therefor, Seller shall allow to Purchaser an apportionment credit at closing, pursuant to any Section 3.1 above, in an amount (the “Net Tenant Incentive Reimbursement”) equal to the difference between: (x) One Million Ninety-Five Thousand Nine Hundred Twenty-Six ($1,095,926) Dollars, which the parties agree is a reasonable estimate of the Contracts aggregate cost and expense to be incurred by Purchaser in connection with such reimbursements, credit and construction work, without discount or interest factor; less (y) if, between the date hereof and the Closing Date, Seller shall be paid reimburse Novo Nordisk Pharmaceuticals, Inc., in full by Seller whole or in part, for a reimbursable cost or expense as described above in this Section 3.7, allow a rent credit so described to Novo Nordisk Pharmaceuticals, Inc. and/or construct such doorway, the amount so reimbursed, credited and/or expended for such construction, as substantiated to Purchaser’s reasonable satisfaction at or prior to Closing. The provisions of this Section 3.7 shall survive the Closing. 3.8 The provisions of this Article 3 (gincluding, without limitation, the provision for one party to give notice to the other under Section 3.6 requesting any correction or recomputation of a closing apportionment) Intentionally omitted; (h) All other expenses previously incurred by Sellershall survive the Closing for a period of one year, but not paid as except that the respective rights and obligations of the date parties under Sections 3.4 and 3.5 shall survive the Closing for the period expiring one year after the respective items of Closingrent and/or Additional Rent referred to therein shall become due and payable and, shall be paid thereafter, during the pendency of any action brought by Seller unless otherwise agreed upon in writing by Purchaserduring such period against the applicable Tenant.

Apportionments. (a) The As to each Property, the following items shall be apportioned between Seller the relevant Partnership and Purchaser the Operating Partnership as of Midnight on 11:59 p.m. of the day immediately preceding the Closing Date (it being understood that all such adjustments shall be made to the “Apportionment 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”): (i1) 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, water 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 sewer rates 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 charges (provided, further, that if there is not metered), personal property taxesa meter, or any other governmental tax or charge levied or assessed against if the Subject Property (collectivelymeter(s) cannot be read by the relevant utility prior to the Closing, the “Taxes”), charges therefor shall be adjusted at the Closing on the basis of the respective periods charges for the prior period for which each is assessed or imposedbills were issued, to and shall be apportioned in accordance with Subsection (b) belowfurther adjusted when the bills for the period including the Closing Date are issued; (ii) water charges 8) amounts paid or payable under the Service Contracts to be apportioned in accordance with Subsection (c) belowassigned to and assumed by the Operating Partnership; (iii9) charges fees paid for electricity, 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 assignedassignable current Licenses; (iv10) Intentionally omittedpremiums 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; 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.and (v11) all other expenses previously incurred by Seller, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) belowoperation. (b) Taxes 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 apportioned on applied first to rentals accruing subsequent to the basis 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 fiscal period 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 which assessedrental 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) If there are water meters Any apportionment estimated at the Subject Property, Seller Closing shall endeavor to have be finally adjusted as soon as practicable after the water utility read Closing. Any error in the meters on or immediately prior calculation of apportionments shall be corrected subsequent to the Closing Date. Purchaser with appropriate credits to be given based upon corrected adjustments; provided, however, that all adjustments (except as to errors caused by misrepresentation) 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 based deemed final upon the per diem rate obtained by using the last period and bills for such charges that are available. expiration of ninety (d90) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately prior to the Closing Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtained, on the basis of the most recent bills that are available. Purchaser shall be responsible for all utility charges days after the Closing Date. (ed) Intentionally omitted; (f) All amounts 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 or and payable after Closing pursuant the Closing, shall be deemed to any of the Contracts be due and payable and to be liens upon such Property, and shall be paid in full and discharged by Seller the relevant Partnership at the Closing. (ge) Intentionally omitted; (h) All other expenses previously incurred by SellerEach Partnership shall be responsible for, but not paid as of the date of and shall pay at or prior to Closing, shall be paid 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 Seller unless otherwise agreed upon in writing by Purchasersuch Partnership.

Apportionments. (a) The following following, shall be apportioned between Seller AZIW and Purchaser Green as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “"Apportionment Date”):") (i) personal property 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 7(b) hereof, (ii) real estate taxes, sewer rents and taxes, water or sewer rates and charges (if to the extent not meteredaccounted for pursuant to clause (i) above), personal property vault charges and taxes, or business improvement district taxes and assessments and any other governmental tax taxes, charges or charge assessments levied or assessed against the Subject Property Premises (collectively, the “"Property Taxes”"), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (bSection 7(c) below; (ii) water charges to be apportioned in accordance with Subsection (c) belowhereof; (iii) administrative charges for electricity, telephone, television, gas and any other utilities (collectively, “Utilities”) made by on security deposits held pursuant to 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 assignedLeases; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions fuel, if any, based on a reading completed within five (5) days prior to the Closing Date or, if not so completed, as estimated by the 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 conclusive evidence as to the quantity of this exhibits indicated by “(*[TEXT]*fuel on hand and the current cost therefor)” 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) prepaid fees for licenses and other permits assigned to Green at the Closing; (vi) any amounts prepaid or payable by the owner of the Property under the Contracts; (vii) wages and fringe benefits (including, without limitation, vacation pay, sick days, health, welfare, pension and disability benefits) and other compensation payable to all personnel employed at the Building, (including without limitation, all employees employed by Owner's property manager); and (viii) such other items as are customarily apportioned in accordance with real estate closings of commercial office properties in the Borough of Manhattan. ( (i) If, on the Apportionment Date, there are any past due Rents owing by any tenant 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 obligated to institute legal proceedings against any tenant with regard to the same and AZIW shall not be permitted thereafter to institute legal proceedings against such tenant). Any Rent received from any such tenant after the Closing Date shall be applied in the following order of priority: (A) first, to Rent arrearages with respect to the month in which the Closing Date shall occur (subject to apportionment pursuant to Section 7(a) above), (B) second, to Rent arrearages with respect to the month following the month in which the Closing Date occurs (C) third, provided all rent payable to 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 expenses previously incurred by Seller, but not paid as of the date of Closing, which Rent collected shall be allocated pursuant belong to Subsection (h) belowGreen. (bii) Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are water meters at the Subject PropertyIf, Seller shall endeavor to have the water utility read the meters on or immediately prior to the 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 based upon Date, any 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 have not been determined in accordance with the per diem rate obtained by using provisions of the last period Leases or, if billed (and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately prior to the Closing Dateextent such amounts are reflected on Schedule 8), have not been collected by the landlord thereunder, Green shall (A) ▇▇▇▇ the same when billable, (B) cooperate with AZIW to determine the correct amount of Lease Additional Rent and (C) diligently pursue and use all commercially reasonable efforts to achieve the collection of the same (provided Green shall not be obligated to institute legal proceedings against any tenant with regard to the same, 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 payment portion of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtained, on Lease Additional Rent attributable to the basis of period following the most recent bills that are available. Purchaser shall be responsible for all utility charges after the Closing Date. (e) Intentionally omitted; (f) All amounts due or payable after Closing pursuant to any of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, Apportionment Date shall be paid by Seller unless otherwise agreed upon AZIW to Green within ten (10) Business Days of such final determination under the Leases. If the final determination of Lease Additional Rent in writing accordance with the Leases shows that a net amount is owed by PurchaserGreen to AZIW, the portion of Lease Additional Rent attributable to the period up to and including the Apportionment Date shall be paid by Green to AZIW, or at AZIW's written direction, to AZIW's designee, within ten (10) Business Days of such final determination. (iii) Any Rents received by AZIW or Green following the Closing Date which are the property of the other (as determined in accordance with this Section 7(b)) shall be paid to the other within five (5) Business Days following receipt thereof.

Apportionments. (a) The following shall be apportioned between Seller and Purchaser on a per diem basis as of Midnight the close of business on the day immediately preceding the Closing Date (the “"Apportionment Date”):"): ------------------ (i) personal property 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 or sewer rates and charges (if to the extent not meteredaccounted for pursuant to clauses (i) and (iii) hereof or to the extent not billed to and payable directly by any Tenant), personal property vault charges and taxes, or and any other governmental tax or charge taxes and charges levied or assessed against the Subject Real Property (collectively, the “"Property Taxes”"), on the -------------- basis of the respective periods for which each is assessed or imposedimposed or on the basis of meter readings, to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (c) below;this Section 5; --------- (iii) charges 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, telephone, televisionsteam, gas and any other utilities (collectively, “"Utilities”") made by the utility companies servicing the Subject Property Premises --------- to be apportioned in accordance with Subsection (dSection 5(e) below. Transferable hereof, and transferable ------------ utility deposits, if any, for which Purchaser but all amounts refundable under unassigned or unassignable utility agreements shall reimburse Seller if same be assignedremain the property of Seller; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “Fuel (*[TEXT]*)” have been omitted to the extent not accounted for pursuant to clause (i), (ii) or (iii) hereof), if any, based on a request for confidential treatment 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 conclusive evidence as to the quantity of fuel on hand and such omitted portions have been filed separately with the Securities and Exchange Commission.current cost therefor; (v) With respect to the Assumed Debt, all interest payable on the Note attributable to the month in which the Closing shall occur; (vi) Administrative charges on the cash security deposits held pursuant to the Leases (to the extent permitted by law or by the terms of the applicable Lease); (vii) prepaid fees for licenses and other permits assigned to Purchaser at the Closing; (viii) any amounts prepaid or payable by Seller of the Property under the Contracts; (ix) all other expenses previously incurred 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 billing 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: (ii) Purchaser shall use its commercially reasonable efforts to collect Past Due Rent allocable to the period commencing January 1, 2000 and continuing up to and including the Closing Date (the "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 paid as obligated to bring eviction proceedings against a delinquent tenant, unless it decides to do so in Purchaser's sole discretion. Any Rent received from any such tenant after the Closing Date shall be applied in the following order of priority: (1) first, to payment of the date of Closingcurrent Rent and reimbursements then due for the month in which the Closing Date occurs, this amount to be apportioned between Purchaser and Seller as set forth in Section 5(b)(i) hereof; and (2) second, to delinquent Rent and reimbursements arising prior to Closing and after Closing 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 Collection Period, and, upon request of Seller, Purchaser shall cooperate with Seller with respect to the collection thereof, at Seller's sole cost and expense. Any sums received by Seller or Purchaser to which the other is entitled shall be held in trust, and the party receiving the sum due the other shall remit to the other any such sums received to which the other is entitled within five (5) business days after receipt thereof. The cost and expense of collecting same (including the allocable share of property management fees) shall be allocated between the parties in proportion to the amount of rent each party is entitled to receive pursuant to Subsection (h) belowthis Section 5. (bc) Any prepaid Rents shall be retained by Seller and the amount thereof shall be credited to Purchaser at Closing. (d) Past Due Rent, if any, accrued under the Hilfiger Lease shall be credited to Seller at Closing. (e) 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 apportioned 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), 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 be adjusted within 120 days subsequent to the Closing Date and 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, then the parties agree that such apportionments shall be adjusted after the completion of the Final Closing Statement, but 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 party 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. (cg) If there are water meters at on the Subject PropertyPremises, Seller shall endeavor to have the unfixed water utility read the meters on or immediately prior to the Closing Date. Purchaser shall be responsible for all rates and charges thereafter. If such readings are not obtainableand sewer rents and taxes covered by meters, thenif any, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter on the basis of an actual reading on or immediately done prior to the Closing Apportionment Date, the payment of which shall be Seller’s responsibility, 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 canor, if such readings have not be obtainedbeen 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 rental insurance proceeds which relate to the period 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 utility charges Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after the Closing Date. ) arising from, relating to or in connection with (eA) Intentionally omitted; (f) All amounts due any renewals, modifications, amendments or payable after Closing pursuant to any expansions of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All existing Leases or other expenses previously incurred by Seller, but not paid as of supplementary agreements relating thereto entered into between the date of Closing, shall be paid by Seller unless otherwise agreed upon 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 Purchaser.by

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight 11:59 p.m. (the “Cut-Off Time”) on the day immediately preceding the Closing Date (the “Apportionment Date”):) on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365 day year, such that Purchaser shall be treated as the owner of the Property for purposes of prorations of income and expenses, on and after the day of Closing: (i) personal property 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 Leases) (collectively, “Rents”); (ii) real estate taxes, sewer rents and taxes, water or sewer rates and charges (if to the extent not meteredaccounted for pursuant to sub-clause (iii) below), personal property vault charges and taxes, or business improvement district taxes and assessments and any other governmental tax taxes, charges or charge assessments levied or assessed against the Subject Property Premises (collectively, the “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, are to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (cSection 8(b) below; (iii) charges for electricity, telephone, television, gas all utilities and any other utilities due and unpaid operating expenses shall be paid by Seller (collectively, “Utilities”and apportioned if necessary) made by the utility companies servicing the Subject Property to be apportioned in accordance with Subsection (dSection 8(c) below. Transferable utility deposits, if any, for which Purchaser shall reimburse Seller if same be assignedhereof; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “prepaid fees for licenses and other permits assigned to Purchaser at the Closing (*[TEXT]*which cover any period after the Closing)” 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 any amounts prepaid or payable by SellerSeller under Contracts (if any) which are to be assumed by Purchaser at Closing; (vi) administrative charges, but not paid as of if any, permitted under the date of ClosingLeases or applicable law, which shall be allocated on security deposits held pursuant to Subsection the Leases; (hvii) belowSubject to Section 8(e), wage and fringe benefits (including, without limitation, vacation pay, sick days, health, welfare, pension and disability benefits) and other compensation payable to all Hotel Employees. (bviii) all other operating expenses with respect to the Premises to the extent such matters are customarily apportioned in connection with real estate closings of hotel properties located in New York, New York. (i) Property Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) . If there are water meters 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 Subject Property, Seller shall endeavor to have Closing Date by applying the water utility read tax rate for the meters on or immediately prior preceding year to the Closing Date. Purchaser latest assessed valuation, but promptly after the assessment and/or tax rate for the current year are fixed, the apportionment thereof shall be responsible for all charges thereafterrecalculated 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 such readings are not obtainable, then, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities Premises or any portion thereof shall be apportioned (i) affected by having utility company make any special or general assessments which are or may become payable in installments of which the first installment is then a final meter reading on lien or immediately has become payable, Seller shall pay the unpaid installments of such assessments which are due prior to the Closing Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtained, on the basis of the most recent bills that are available. Date and Purchaser shall be responsible for all utility charges pay the installments which are due on or after the Closing Date. (eii) Intentionally omitted;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 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 Premises 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 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 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. (fc) All Purchaser and Seller hereby acknowledge and agree that the amounts due 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 determined and paid by Seller before Closing, if possible, or payable 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 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 of the Contracts Contract, or, at Seller’s option, Seller shall be paid in full by Seller at Closingentitled to receive and retain such refundable cash and deposits. (gd) Intentionally omitted; (hi) All other expenses previously incurred 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 Seller, but not paid as of Purchaser or Seller after the date of ClosingClosing Date from tenants who owe Base Rents for periods prior to the Closing Date, shall be paid by Seller unless otherwise agreed upon applied, (A) first to rents due and payable for the calendar month in writing by Purchaserwhich the Closing occurs, (B) next to all rents due and payable for the period after the calendar 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 adjusted and prorated as provided above, and the party receiving such amount shall, within five (5) Business Days, pay to the other party the portion thereof to which it is so entitled.

Apportionments. (a) The following shall be apportioned between Seller and Purchaser Purchaser, on an Individual Premises-by-Individual Premises basis, as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date with respect to each Individual Premises (the each, an “Apportionment Date”):) on the basis of the actual number of days of the month which shall have elapsed as of such Closing Date and based upon the actual number of days in the month and a 365 day year: (i) personal property subject to Section 7(b) below, 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) real estate taxes, sewer rents and taxes, water or sewer rates and charges, vault charges (if not metered), personal property and taxes, or business improvement district taxes and assessments and any other governmental tax taxes, charges or charge assessments levied or assessed against the Subject Property Premises (collectively, the “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (cSection 7(c) below; (iii) charges for electricity, 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 depositsadministrative charges, if any, for which Purchaser shall reimburse Seller if same be assignedpermitted under the Leases or applicable law, on security deposits held pursuant to the Leases; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions fuel, if any, as estimated by Seller’s supplier, at current cost, together with any sales taxes payable in connection therewith, if any (a letter from Seller’s fuel supplier dated no later than three (3) business days prior to the Closing shall be conclusive evidence as to the quantity of this exhibits indicated fuel on hand and the current cost therefor); (v) prepaid fees for licenses and other permits assigned to Purchaser at the Closing; (vi) any amounts prepaid or payable by “(*[TEXT]*)” have been omitted pursuant any Seller under the Contracts that Purchaser is otherwise obligated to a request for confidential treatment and such omitted portions have been filed separately assume as of the Closing Date in accordance with the Securities terms hereof; (vii) wages and Exchange Commissionfringe benefits (including, without limitation, vacation pay, sick days, health, welfare, pension and disability benefits) and other compensation payable to all Employees (it being understood, however, that Purchaser shall not be liable for any portion of any withdrawal liability assessed in connection with or related to events occurring prior to the Closing Date); (viii) interest payable on the Existing Loans; and (ix) such other items as are customarily apportioned in real estate closings of commercial properties in The City of New York, State of New York. (i) Monthly base rents (collectively, “Base Rents”) under the Leases shall be adjusted and prorated on an if, as and when collected basis. Base Rents collected by or on behalf of Purchaser (or any Subsidiary Owner) 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 all rents due and payable by the tenant in question for the calendar month in which the Closing occurs, then (B) to all rents due and payable by such tenant for the calendar months following the month in which the Closing occurs, then (C) to all delinquent rents due and payable by such tenant for the calendar months preceding the calendar month in which the Closing occurs. Each such amount, less reasonable collection costs, shall be adjusted and prorated as provided above, and the party receiving such amount shall, within five (5) business days, pay to the other party the portion thereof to which it is so entitled. (ii) Purchaser, after the Closing, shall cause the Subsidiary Owners to ▇▇▇▇ tenants owing Base Rents for periods prior to the Closing Date, on a monthly basis and use commercially reasonable efforts to collect such past due Base Rents; provided, that the Subsidiary Owners shall have no obligation to commence any actions or proceedings to collect any such past due Base Rents or terminate any Lease. Purchaser shall provide or cause to be provided to Seller monthly reports setting forth the status of such collection efforts. In addition to the foregoing, Seller may take all steps it deems appropriate, including litigation, to collect Base Rents delinquent as of the Closing Date which are still uncollected; provided, that Seller may not cause any Lease to be terminated. Any such amounts that Seller collects after the Closing shall be applied by Seller as provided in Section 7(b)(i) hereof. (iii) With respect to any Lease that provides for the payment of additional or escalation rent based upon (A) a percentage of a tenant’s gross sales during a specified annual or other period or (B) increases in real estate taxes, operating expenses, labor costs, cost of living indices or ▇▇▇▇▇▇’▇ wages (collectively, “Overage Rent”), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis as set forth below. (iv) Purchaser, after the Closing, shall cause the Subsidiary Owners to (A) promptly render bills for any Overage Rent payable for any accounting period that expired prior to the Closing Date or an accounting period in which the Closing Date occurs, but which is to be paid after the Closing Date or an accounting period in which the Closing Date occurs; (B) ▇▇▇▇ tenants for such Overage Rent attributable to an accounting period that expired prior to the Closing Date, on a monthly basis; and (C) use commercially reasonable efforts in the collection of such Overage Rent; provided, that the Subsidiary Owners shall have no obligation to commence any actions or proceedings to collect any such Overage Rents or terminate any Lease. In addition to the foregoing, Seller shall have the right to pursue tenants to collect such delinquencies (including, without limitation, the prosecution of one or more lawsuits) which, if collected, shall be applied as provided herein; provided, that Seller may not cause any Lease to be terminated. Seller 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 to deliver to Seller, concurrently with delivery to tenants, copies of all statements relating to Overage Rent for any period prior to the Closing Date. Purchaser, after the Closing, shall cause the Subsidiary Owners to ▇▇▇▇ tenants for Overage Rents for accounting periods prior to the Closing Date and accounting periods in which the Closing Date occurs in accordance with and on the basis of such information furnished by Seller. (v) all other expenses previously Subject to the terms of this Section 7(b)(v), Overage Rent payable for the accounting period in which the Closing Date occurs shall be apportioned between Seller and Purchaser based upon the ratio that the number of days in such accounting period prior to the Closing Date bears to the number of days in the entire such accounting period. If, prior to the Closing Date, Seller receives any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sums (less reasonable collection costs) shall be apportioned on the Closing Date. If Purchaser or any Subsidiary Owner receives any installments of Overage Rent attributable to Overage Rent for an accounting period ending prior to the Closing Date or Seller’s proportionate share of Overage Rent attributable to an accounting period in which the Closing Date occurs, such sums (less reasonable collection costs actually incurred by Purchaser or such Subsidiary Owner shall be paid to Seller within five (5) business days after Purchaser or such Subsidiary Owner receives payment thereof. If, after the Closing Date, Seller receives any installments of Overage Rent attributable to Overage Rent for Purchaser’s proportionate share of Overage Rent attributable to an accounting period in which the Closing Date occurs, or an accounting period commencing on or after the Closing Date, such sums (less reasonable collection costs actually incurred by Seller) shall be paid to Purchaser within five (5) business days after Seller 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, but not in payment of Overage Rents by the applicable tenant for the accounting period in which the Closing Date occurs (subject to apportionment pursuant to this Section 7); (B) second, in payment of Overage Rents by such tenant for the period preceding the accounting period in which the Closing Date occurs; and (C) third, in payment of Overage Rents by such tenant 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 or in other periodic installments 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 Seller and Purchaser on the Closing Date based on such estimated payments (i.e., with (x) Seller entitled to retain all monthly installments of such amounts with respect to periods prior to the calendar month in which the Closing Date occurs, to the extent such amounts are as of the date Closing Date estimated to equal the amounts ultimately due to Seller for such periods, (y) Purchaser entitled to receive all monthly installments of Closingsuch amounts with respect to periods following the calendar month in which the Closing Date occurs, and (z) Seller and Purchaser apportioning all monthly installments of such amounts with respect to the calendar month in which the Closing Date occurs). At the time(s) of final calculation and collection from (or refund to) tenants of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be allocated pursuant a re-proration between Seller and Purchaser, with the net credit resulting from such re-proration, after accounting for amounts required to Subsection be refunded to tenants, being payable to the appropriate party (h) belowi.e., to Seller if the recalculated amounts exceed the estimated amounts and to Purchaser if the recalculated amounts are less than the estimated amounts). (bviii) To the extent that any amounts are paid or payable to Seller by a tenant under a Lease in advance of the period to which such expense applies, whether as a one time payment or in installments (e.g., for real property tax escalations), such amounts shall be apportioned as provided above but based upon the period for which such payments were or are being made. (ix) To the extent tenants pay items of Rent which are not Base Rents or Overage Rents, such as charges for electricity, steam, water, cleaning, overtime services, sundry charges or other charges of a similar nature (collectively, “Additional Rent”), such rent shall be applied based on the period covered by such Additional Rent charge (i.e., the period the applicable work, utility or service was provided). If (x) Seller or Purchaser or any Subsidiary Owner receives a payment from a tenant for Additional Rent, and (y) such tenant does not specify the time period or the particular charge to which such payment relates, then the Additional Rent shall be applied in the following order of priority: (A) first, for the period in which the Closing Date occurred (subject to apportionment pursuant to this Section 7); (B) second, for the period or periods preceding the period in which the Closing Date occurred; and (C) third, for the most recent period or periods after the Closing Date such work, utility or service was provided. In the case of any Additional Rent payable for a period that expired prior to the Closing Date, but which is to be paid after the Closing Date, Purchaser shall pay the entire amount thereof to Seller within five (5) business days after receipt thereof, less any reasonable collection costs actually incurred. Purchaser, after the Closing, shall cause the Subsidiary Owners to (A) promptly 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) ▇▇▇▇ tenants for such Additional Rent attributable to a period that expired prior to the Closing Date, on a monthly basis, and (C) use commercially reasonable efforts in the collection of such Additional Rent; provided, that the Subsidiary Owners shall have no obligation to commence any actions or proceedings to collect any such Additional Rent or terminate any Lease. In addition to the foregoing, Seller shall have the right to pursue tenants to collect such delinquencies due for the period prior to the Closing Date (including, without limitation, the prosecution of one or more lawsuits) which, if collected, shall be applied as provided herein; provided, that Seller may not cause any Lease to be terminated. Seller 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 cause the Subsidiary Owners to deliver to Seller, concurrently with delivery to tenants, copies of all statements relating to Additional Rent for any period prior to the Closing Date. Purchaser shall cause the Subsidiary Owners to ▇▇▇▇ tenants for Additional Rent relating to periods prior to the Closing Date in accordance with and on the basis of such information furnished by Seller. Additional Rent payable for the period in which the Closing Date occurs shall be apportioned between Seller and Purchaser based upon the same method used to apportion the underlying expense being billed to such tenant, or if such expense is not being apportioned, then based upon the ratio that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period. (x) To the extent any payment received from a tenant after Closing does not indicate whether the payment is for an item of Base Rent, Overage Rent or Additional Rent, and the same cannot be clearly determined from the context of such payment, then such payment will be applied (x) first, to payment of any Base Rent then due or delinquent, in accordance with Sections 7(b)(i) and 7(b)(ii) above, (y) second, to payment of any Additional Rent then due or delinquent, in accordance with Section 7(b)(ix) above and (z) third to any Overage Rent then due or delinquent, in accordance with Sections 7(b)(iii)-7(b)(viii) above. (c) Property Taxes shall be apportioned on the basis of the fiscal period for which assessed. If the Closing Date shall occur 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 shall make an appropriate payment to the other within five (5) business days based on such recalculation. If as of the Closing Date the Premises or any portion thereof shall be affected by any special or general assessments which are or may become payable in installments of which the first installment is then a lien and has become payable, Seller shall pay the unpaid installments of such assessments which are due prior to the Closing Date and Purchaser shall pay the installments which are due on or after the Closing Date. (cd) If there are water meters at the Subject PropertyPremises, Seller shall endeavor to have the unfixed water utility read the meters on or immediately prior to the Closing Date. Purchaser shall be responsible for all rates and charges thereafter. If such readings are not obtainableand sewer rents and taxes covered by meters, thenif any, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter on the basis of an actual reading on or immediately done within thirty (30) days prior to the Closing Apportionment Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings canreading has not be obtainedbeen made, on the basis of the most recent bills that are availablelast available reading. Purchaser shall be responsible for all utility charges after If the Closing Date. apportionment is not based on an actual current reading, then upon the taking of a subsequent actual reading, the parties shall, within ten (e10) Intentionally omitted; (f) All amounts due or payable after Closing pursuant to any business days following notice of the Contracts determination of such actual reading, readjust such apportionment and Seller shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser.deliver to Purcha

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Date”):) on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365 day year: (i) personal property real estate taxes, sewer rents and taxes, water or sewer rates and charges, vault charges (if not metered), personal property and taxes, or business improvement district taxes and assessments and any other governmental tax taxes, charges or charge assessments levied or assessed against the Subject Property Premises (collectively, the “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) belowSection 7(b); (ii) water charges fuel oil, if any, as estimated by Seller’s supplier, at current cost, together with any sales taxes payable in connection therewith, if any (a letter from Seller’s fuel supplier shall be conclusive evidence as to the quantity of fuel on hand and the current cost therefor). To aid in such prorations, Seller shall endeavor to obtain meter readings as of a date that is no earlier than thirty (30) days prior to the Closing Date, and the unfixed meter charges, based thereon for the intervening time shall be apportioned in accordance with Subsection (c) belowon the basis of such last reading; (iii) charges prepaid fees for electricity, telephone, television, gas Permits and any other utilities (collectively, “Utilities”) made by Licenses assigned to Purchaser at 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 assignedClosing; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions any amounts prepaid or payable by the owner of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant all or a portion of the Property under the Contracts assigned to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.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 previously incurred by Sellerwith 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, but not paid as State of the date of Closing, which shall be allocated pursuant to Subsection (h) belowNew 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, the apportionment of such Property Taxes based thereon shall be made at the Closing Date by applying the tax rate for the preceding year to the latest assessed valuation, but, promptly after the assessment and/or tax rate for the current year are fixed, the apportionment thereof shall be recalculated and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other within ten (10) business days based on such recalculation. If as of the Closing Date the Premises or any portion thereof shall be affected by any special or general assessments which are or may become payable in installments of which the first installment is then a lien and has become payable, Seller shall pay the unpaid installments of such assessments which are due prior to the Closing Date and Purchaser shall pay the installments which are due on or after the Closing Date. (c) If there are water meters at the Subject PropertyPremises, Seller shall endeavor to have the unfixed water utility read the meters on or immediately prior to the Closing Date. Purchaser shall be responsible for all rates and charges thereafter. If such readings are not obtainableand sewer rents and taxes covered by meters, thenif any, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter on the basis of an actual reading on or immediately done within thirty (30) days prior to the Closing Apportionment Date, the payment of which shall be Seller’s responsibility, or (ii) if such reading has not been made, on the basis of the last available reading. If the apportionment is not based on an actual current reading, then, upon the taking of a subsequent actual reading, the parties shall, within ten (10) business days following notice of the determination of such actual reading, readjust such apportionment and Seller shall deliver to Purchaser or Purchaser shall deliver to Seller, as the case may be, the amount determined to be due upon such readjustment. Seller shall endeavor to obtain and deliver to Purchaser at Closing a current water meter reading. (d) Charges for all electricity, steam, gas, light, telephone and other utility services at the Premises (each a “Utility” and collectively, “Utilities”) shall be billed to Seller’s account up to the Apportionment Date and, from and after the Apportionment Date, all Utilities shall be billed to Purchaser’s account. If for any reason such changeover in billing is not practicable as of the Closing Date, as to any Utility, such Utility shall be apportioned on the basis of actual current readings canor, if such readings have not be obtainedbeen 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 responsible for all utility charges after the Closing Datedue upon such adjustment. (e) Intentionally omitted;Charges payable under Contracts that Seller elects to assume in respect of the billing period of the related service provider in which the Closing Date occurs (the “Current Billing Period”) will be allocated on a per diem basis to Seller, based upon the number of days in the Current Billing Period prior to the Closing Date, and to 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) All amounts 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 payable after 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 any 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 Contracts adjustments and prorations provided for in this Agreement and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in full cash by the party obligated therefor within five (5) business days following the approval by both parties of the Final Closing Statement. The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto except for any items which are not capable of being determined at the time the Final Closing Statement is agreed to by Seller and Purchaser, which items shall be determined and paid in the manner set forth in the Final Closing Statement and except for other amounts payable hereunder pursuant to provisions which survive the Closing. Prior to and following the Closing Date, each party shall provide the other with such information as the other shall reasonably request (including, without limitation, access to the books, records, files, ledgers, information and data with respect to the Property during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for herein. (g) Intentionally omitted;If any payment to be made after Closing under this Section 7 shall not be paid when due hereunder, the same shall bear interest (which shall be paid together with the 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, then for purposes hereof such payment shall be due within five (5) business days of the date such payment obligation is triggered. (h) All other expenses previously incurred by Seller, but not paid as The provisions of this Section 7 shall survive the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser.

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Date”):), such that Purchaser shall be treated as the owner of the Property for purposes of prorations of income and expenses, on and after the day of Closing: (i) personal property 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 occurs, 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) hereof; (ii) real estate taxes are to be prorated based on Section 8(c) hereof Sewer rents and taxes, water or sewer rates and charges (if to the extent not meteredaccounted for pursuant to clause (i) above or (iii) below), personal property vault charges and taxes, or business improvement district taxes and assessments and any other governmental tax taxes, charges or charge assessments levied or assessed against the Subject Property Premises (collectively, the “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, are to be apportioned in accordance with Subsection (bSection 8(c) below; (ii) water charges to be apportioned in accordance with Subsection (c) belowhereof; (iii) charges for electricity, telephone, television, gas all utilities and any other utilities due and unpaid operating expenses shall be paid by Seller (collectively, “Utilities”and apportioned if necessary) made by the utility companies servicing the Subject Property to be apportioned in accordance with Subsection (dSections 8(d) below. Transferable utility deposits, if any, for which Purchaser shall reimburse Seller if same be assignedhereof; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “prepaid fees for licenses and other permits assigned to Purchaser at the Closing (*[TEXT]*which cover any period after the Closing)” 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) any amounts prepaid or payable by the owner of the Property under Contracts (if any) which are expressly to be assumed by Purchaser at Closing; (vi) all other operating expenses previously incurred by Sellerwith respect to the Premises to the extent such matters are customarily apportioned in connection with real estate closings of commercial properties located in Orlando, but not paid Florida; and (vii) all Seller Capital Improvements/Repairs (as defined in Section 10(c)), based upon the number of days of the date projected useful life of Closing, which shall be allocated pursuant to Subsection (h) belowsuch Seller Capital Improvements/Repairs that each party actually owned the Property. (b) If, on the Apportionment Date, there are any past due Rents 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 (provided Purchaser shall not be 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). Any Rent received (net of Purchaser’s reasonable costs of collection) from any tenant after the Closing Date shall be applied in the following order of priority: (A) first, to current Rent, (B) second, to Rent arrearages with respect to the month in which the Closing Date occurs (subject to apportionment 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). 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. (c) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior to the 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 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 upon thereon shall be made at the per diem Closing Date by applying the tax rate obtained by using for the last period 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 at the actual tax rate payable (taking into account any available discounts) and bills for Seller or Purchaser, as the case may be, shall promptly make an appropriate payment to the other based on such charges that are availablerecalculation. (d) The Utilities shall be apportioned 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 (icollectively, “Utilities”) by having utility company make a final meter reading on or immediately relating to the Property and allocable to the period prior to the Closing Date, the payment of which Date shall be Seller’s responsibilitydetermined and paid by Seller before Closing, if possible, or (ii) if such readings cannot be obtained, on the basis of the most recent bills that are available. Purchaser shall be responsible for paid thereafter by Seller or adjusted between Purchaser and Seller after the same have been determined. Seller shall attempt to have all utility charges after 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 omitted;deleted. (f) All amounts due Purchaser shall pay to Seller at Closing all sums held in reserve or payable after 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 Existing Loan for the month in which the Closing pursuant to any of the Contracts occurs shall be paid in full by Seller prorated at Closing. (g) Intentionally omitted;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 cash balance of the Purchase Price to be paid to Seller at the Closing pursuant to Section 3 hereof, as applicable. Within ninety (90) days 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 items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Preliminary Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated 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 finally determined until a later date (such as Additional Rent and Property Taxes) or are expressly subject to a longer survival period hereunder, Seller 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 following the Closing Date, each party shall provide the other with such information as the other shall reasonably request (including, without limitation, access to the books, records, files 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. (h) All other expenses previously incurred by Seller, but not paid as The provisions of this Section 8 shall survive the Closing and the delivery of the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaserdeed.

Apportionments. (a) 3.1 The following shall be apportioned between Seller and Purchaser at the Closing, as of Midnight 12:01 A.M. on the day immediately preceding the Closing Date (the “Apportionment Date”as hereinafter defined): (iA) personal property prepaid rents and Additional Rents (as hereinafter defined) and other amounts payable by tenants, in accordance with Sections 3.3 and 3.4 hereof; (B) real estate taxes, water or charges, sewer rates rents and charges vault charges, if any, on the basis of the fiscal years, respectively, for which same have been assessed; (if not metered)C) value of fuel stored on the Properties, personal property at Seller's cost (including any taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) belowa statement from Seller's supplier; (iiD) water charges and payments under Contracts (as hereinafter defined) that Purchaser elects to be apportioned in accordance with Subsection (c) belowassume; (iiiE) charges any prepaid items for electricityoperating expenses relating to the Properties incurred in the normal course of business (including, telephonebut not limited to, televisionfees for licenses that are transferred to Purchaser at the Closing and annual permit and inspection fees); (F) utilities (including, gas but not limited to, water, steam, electricity and gas) on the basis of the most recently issued bills therefor, subject to adjustment within sixty (60) days after the Closing when the next bills are available, or, if current meter readings are available at the Closing, on the basis of such readings; (G) transferable deposits with telephone and other utility companies, and any other utilities (collectively, “Utilities”) made by persons or entities who supply goods or services in connection with the utility companies servicing the Subject Property to be apportioned in accordance with Subsection (d) below. Transferable utility depositsProperties, if any, for Purchaser elects to assume the contracts and/or accounts to which said deposits are applicable and the same are assigned to Purchaser shall reimburse Seller if same be assigned; (iv) Intentionally 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 at the Securities and Exchange Commission. (v) all other expenses previously incurred by Seller, but not paid as of the date of Closing, which shall be allocated pursuant credited in their entirety to Subsection (h) below.Seller; (bH) Taxes shall be apportioned personal property taxes, if any, on the basis of the fiscal period year for which assessed; (I) Seller's share, if any, of all revenues from the operation of the Properties other than rents and Additional Rents (including, but not limited to, parking charges, and telephone booth and vending machine revenues), if, as and when received; (J) permitted administrative charges, if any, on those tenants' security deposits transferred by Seller pursuant to Section 11.1(e); and (K) as to each Property, such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to such Property and located in the city and state where the same is located. (c) 3.2 If there are water meters the Closing shall occur before a new real estate or personal property tax rate is fixed, the apportionment of taxes at the Subject PropertyClosing shall be made on the basis of the old tax rate for the preceding fiscal year applied to the latest assessed valuation. Within sixty (60) days after the new tax rate is fixed, Seller the apportionment of taxes shall endeavor be recomputed, and any discrepancy resulting from such recomputation shall be promptly corrected and the proper party reimbursed. 3.3 If, on the Closing Date, any tenant is in arrears in the payment of rent (other than Additional Rents for the periods January 1, 1998 to have the water utility read the meters on or immediately prior December 31, 1998 and January 1, 1999 to the Closing Date. ), or has not paid the rent payable by it for the month in which the Closing occurs (whether or not it is in arrears for such month on the Closing Date), any rents received by Purchaser or Seller from such tenant after the Closing shall be responsible applied to rents due and payable by such tenant in the following order of priority: (A) first, to all rent due and payable by such tenant during the month in which the Closing Date occurred; (B) second, to all rents due and payable by such tenant for the months immediately following the month in which the Closing Date occurred, to the month in which such payment is received; (C) third, to all charges thereafterrents due and payable by such tenant for the month immediately preceding the month in which the Closing Date occurred; and (D) fourth, to all remaining rent arrearages of such tenant. If such readings Tenant arrears as of June 23, 1999 are not obtainable, then, until such time as such readings are obtained, water charges shall set forth on SCHEDULE 2-A annexed hereto and made a part hereof (to be prorated updated as of the Closing Date based upon Closing) and, except as otherwise provided in Section 3.4 hereof with respect to Additional Rents (defined below) for the per diem rate obtained by using the last period periods January 1, 1998 to December 31, 1998 and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately prior January 1, 1999 to the Closing Date, the payment application of which rent monies collected after the Closing shall be Seller’s responsibilitygoverned by the provisions of this Section 3.3. If rents, or (ii) if such readings cannot any portion thereof, received by Seller or Purchaser after the Closing are due and payable to the other party by reason of the foregoing allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and other costs and expenses incurred in connection with the collection thereof, shall be obtainedpromptly paid to the other party. 3.4 If, on the basis Closing Date, pursuant to the 1998 Additional Rent Reconciliation set forth on SCHEDULE 2-B annexed hereto and made a part hereof (to be updated as of the most recent bills that are available. Closing), any tenant is in arrears or was undercharged (whether in its monthly obligations or in an end of year reconciliation) in the payment of percentage rent, escalation charges for real estate taxes, parking charges, operating expenses and maintenance escalation rents or charges, cost-of-living increases, or other charges of a similar nature ("ADDITIONAL RENTS") for the period January 1, 1998 to December 31, 1998, any Additional Rents received by Purchaser shall be responsible for all utility charges or Seller from such tenant after the Closing Date and reasonably identifiable or ascertainable by reference to the 1998 Additional Rent Reconciliation (as updated) shall first be applied (net of all reimbursements to tenants for overpayment of Additional Rent for the period January 1, 1998 to December 31, 1998) to all Additional Rent arrearages of such tenant for the period January 1, 1998 to December 31, 1998 as shown on SCHEDULE 2-B (as updated). With respect to Additional Rents for the period January 1, 1999 to the Closing Date. , SCHEDULE 2-C annexed hereto and made a part hereof sets forth monthly (eexcept where otherwise indicated) Intentionally omitted; bill▇▇▇▇ ▇▇ tenants for 1999 based upon estimated expenses. If, on the Closing Date, there are any Additional Rent arrearages for the period January 1, 1999 to the Closing Date (f) All amounts net of all reimbursements to tenants for overpayment of Additional Rent for the period January 1, 1999 to the Closing Date), then, provided first that such tenant is current in all of its rent and Additional Rent obligations for the period commencing with the Closing Date, the next Additional Rents received by Purchaser or Seller from such tenant after the Closing Date shall be applied to all remaining Additional Rent arrearages of such tenant for the period January 1, 1999 to the Closing Date. If Additional Rents or any portion thereof received by Seller or Purchaser after the Closing Date are due or and payable after Closing pursuant to any the other party by reason of the Contracts shall be paid foregoing allocation, the appropriate sum, less a proportionate share of any reasonable attorneys' fees and costs and expenses expended in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of connection with the date of Closingcollection thereof, shall be promptly paid to the other party. "1999 ADDITIONAL RENT RECONCILIATION" means an accounting to be prepared by Purchaser in calendar year 2000 and delivered to Seller unless otherwise agreed upon in writing by no later than March 31, 2000 to determine if Seller's estimated Additional Rent calculation for calendar year 1999 was greater or less than the actual Additional Rent calculation as determined by Purchaser.. Seller and its property manager shall, in good faith, assist Purchaser:

Apportionments. (a) The following shall be apportioned between Seller and Purchaser at the Closing as of Midnight on midnight of the day immediately preceding the Closing Date (the “Apportionment Date”):: (i) amounts payable by tenants (including fixed rents, percentage rents, additional rents and tax and operating expense escalation and pass-throughs), if, as and when received; (ii) all ad valorem, real estate and school taxes (no matter how levied or denominated) (based upon the maximum discounted rate), water charges, sewer rents and vault charges, if any, and any other taxes in the nature thereof on the basis of the fiscal years, respectively, for which same have been assessed, but excluding any tangible or personal property taxes, water or sewer rates and charges (if not metered), taxes due on any personal property taxesnot being transferred pursuant to this Agreement; (iii) charges and payments under transferable Contracts or permitted renewals or replacements thereof which are transferred to Purchaser; (iv) any prepaid items, or any other governmental tax or charge levied or assessed against including, without limitation, fees for licenses which are transferred to Purchaser at the Subject Property Closing and annual permit and inspection fees; (collectivelyv) utilities, the “Taxes”)including, without limitation, telephone, steam, electricity and gas, on the basis of the respective periods for which each is assessed most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or imposedif current meter readings are available, to be apportioned in accordance with Subsection (b) belowon the basis of such readings; (iivi) water charges to be apportioned in accordance deposits with Subsection (c) below; (iii) charges for electricitytelephone and other utility companies, telephone, television, gas and any other utilities (collectively, “Utilities”) made by persons or entities who supply goods or services in connection with 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 Premises if same be assigned; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant are assigned to a request for confidential treatment and such omitted portions have been filed separately with Purchaser at the Securities and Exchange Commission. (v) all other expenses previously incurred by Seller, but not paid as of the date of Closing, which shall be allocated pursuant credited in their entirety to Subsection Seller; (hvii) belowpersonal property taxes, if any, on the basis of the fiscal year for which assessed; (viii) all revenues from the operation of the Premises other than rents of whatever kind or nature (including, without limitation, parking charges, and telephone booth and vending machine revenues), if, as and when received; (ix) taxes which are payable and which relate to operations of the Premises, including, without limitation, business and occupancy taxes and sales tax, if any; and (x) such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Premises and located in the City of Jacksonville, County of ▇▇▇▇▇ and State of Florida. Notwithstanding anything else contained herein, there shall be no apportionment for Seller's insurance because the Purchaser will not be assuming the same at the Closing and Seller shall have the right to cancel the same at the Closing. (b) Taxes If the Closing shall occur before a new real estate or personal property tax rate is fixed or tax bill is issued, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate or tax bill for the preceding tax fiscal year applied to the latest assessed valuation. Promptly after the new tax rate is fixed or tax bill is issued, the apportionment of taxes shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing in accordance with Section 3(d). All such tax prorations shall be made based upon the tax which would be due assuming that the maximum discounted tax rate is employed. (c) If there is a water meter on the Premises, Seller shall furnish a reading on the Closing Date, and the unfixed water charges and sewer rent, if any, based thereon for the intervening time shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior to the 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 based upon the per diem rate obtained by using the last period and bills for such charges that are availablereading. (d) The Utilities If any of the items subject to apportionment under the foregoing provisions of this Section 3 cannot be apportioned at the Closing because of the unavailability of the information necessary to compute such apportionment, or if any errors or omissions in computing apportionments at the Closing are discovered subsequent to the Closing, then such item shall be apportioned reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a period of three hundred sixty-five (365) days after the Closing Date as hereinafter provided. Neither party hereto shall have the right to require a recomputation of a Closing apportionment or a correction of an error or omission in a Closing apportionment unless within the aforestated three hundred sixty-five (365) day period one of the parties hereto (i) by having utility company make has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party, together with a final meter reading copy of its good faith recomputation of the apportionment and copies of all substantiating information used in such recomputation. The failure of a party to obtain any previously unavailable information or discover an error or omission with respect to an item subject to apportionment hereunder and to give notice thereof as provided above within three hundred sixty-five (365) days after the Closing Date shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date. Notwithstanding any of the foregoing provisions of this Section 3(d) to the contrary, Purchaser and Seller agree that the three hundred sixty-five (365) day limitation set forth in this Section 3(d) shall not apply to the parties' obligations under Section 3(b) and that such obligations shall survive the Closing forever. (e) If, on or immediately prior to the Closing Date, the payment of which Premises or any part thereof shall be Seller’s responsibilityaffected by any governmental assessment or assessments (whether payable in a lump sum or payable in installments), or (ii) if such readings cannot be obtained, on the basis of the most recent bills that are available. Purchaser then Seller shall be responsible for all utility charges after obligated to pay on or before the Closing Datesuch lump sum payment(s) or all installments of any such assessment(s). (e) Intentionally omitted; (f) All amounts due or payable after Closing pursuant Seller shall have the responsibility to any remit sales tax owing on all leases of the Contracts shall be paid in full Premises for the periods prior to Closing except for amounts actually collected by Seller at Purchaser after Closing. (g) Intentionally omitted;Within ninety (90) days after the Closing, Seller shall provide to Seller a receipt from the Florida Department of Revenue showing that all sales taxes due in connection with the leases of the Premises for the periods prior to Closing have been paid in full or a certificate from the Florida Department of Revenue stating that no taxes, interest or penalties are due in connection with the leases of the Premises for the periods prior to Closing. (h) All other expenses previously incurred by Seller, but not paid as Purchaser shall have the responsibility to remit sales tax owing on all leases of the date of Premises for the periods including and after Closing except for amounts actually collected by Seller after the Closing, . (i) There shall be paid by no apportionment for the contract which is the subject of the Notice of Commencement which is listed as a Permitted Encumbrance. Rather Seller unless otherwise agreed upon shall remain responsible for this contract in writing by Purchaserfull because it relates to the Seller's business operations in the premises it occupies rather than to the Premises as a whole.

Apportionments. (a) The following Except as expressly set forth herein to the contrary in this Section 21, all items of income and expense at the Property shall be apportioned between Seller ▇▇▇▇▇ and Purchaser as of Midnight Fourmall on a per diem basis in the day immediately preceding the Closing Date manner specified in clause (the “Apportionment Date”): (i) personal property taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, 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 (df) below. Transferable utility depositsTo the extent that all information, if anybills and invoices are not available at Closing to allow for the apportionment of any items of income and expense, for which Purchaser shall reimburse Seller if same be assigned; ▇▇▇▇▇ and Fourmall agree to reconcile the apportionments within thirty (iv30) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated days after Closing and re-reconcile the apportionments within ninety (90) days after Closing (based upon preliminary financial information provided by “(*[TEXT]*)” have been omitted ▇▇▇▇▇'▇ independent accountant) or such later time pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. clause (v) all other expenses previously incurred by Seller, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (hc) below. (b) Taxes The following items shall be apportioned as of 11:59 PM of the day immediately preceding the Closing Date: 1. Fixed rents, additional rents, percentage rents and all other sums and credits due or payable under the Tenant 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 period year for which the same are levied, imposed or assessed., subject to the provisions of clause (e) of this Section; (c) If there are water meters 3. Charges for water, sewer rents, electricity, steam, gas and telephone at the Subject PropertyPremises, Seller shall endeavor which are not metered or otherwise charged directly to have Tenants under the water utility read Tenant Leases; provided that if the meters on or immediately prior to consumption of any of such utilities is measured by meters, ▇▇▇▇▇ Parties at the Closing Date. Purchaser shall be responsible furnish a current reading of each meter; and further provided that if there is not a meter or if the current ▇▇▇▇ for all charges thereafter. If any of such readings are utilities has not obtainable, then, until such time as such readings are obtained, water charges shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately been issued prior to the Closing Date, the payment of which charges therefor shall be Seller’s responsibility, or (ii) if such readings cannot be obtained, adjusted at the Closing on the basis of the most recent charges for the prior period for which bills that are available. Purchaser were issued and shall be responsible further adjusted when the bills for all utility charges after the Closing Date. (e) Intentionally omittedcurrent period are issued; 4. Fuel at the Premises, if any, at such Owner LLC's cost therefor (f) All amounts due as determined by such Owner LLC's fuel supplier); 5. Amounts paid or payable after Closing pursuant to any of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omittedunder transferable Operating Agreements; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser.

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Date”):), such that Purchaser shall be treated as the owner of the Property for purposes of prorations of income and expenses, on and after the day of Closing: (i) personal property 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 occurs, shall, unless otherwise provided in Section 8(b) hereof, be apportioned between Purchaser and Seller based upon the number of days during the month in which the Closing Date occurs that each party actually owned the Property; (ii) real estate taxes are to be apportioned based on Section 8(c) hereof. Sewer rents and taxes, water or sewer rates and charges (if to the extent not meteredaccounted for pursuant to clause (i) above or (iii) below), personal property vault charges and taxes, or business improvement district taxes and assessments and any other governmental tax taxes, charges or charge assessments levied or assessed against the Subject Property Premises (collectively, the “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, are to be apportioned in accordance with Subsection (bSection 8(c) below; (ii) water charges to be apportioned in accordance with Subsection (c) belowhereof; (iii) charges for electricity, telephone, television, gas all utilities and any other utilities due and unpaid operating expenses shall be paid by Seller (collectively, “Utilities”and apportioned if necessary) made by the utility companies servicing the Subject Property to be apportioned in accordance with Subsection (dSection 8(d) below. Transferable utility deposits, if any, for which Purchaser shall reimburse Seller if same be assignedhereof; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “prepaid fees for licenses and other permits assigned to Purchaser at the Closing as set forth and in the amounts in Schedule E attached hereto (*[TEXT]*which cover any period after the Closing)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission., if any; (v) any amounts prepaid or payable by Seller under the Contracts identified on Part 1 of Schedule P hereto which Purchaser has agreed to assume at Closing; (vi) all other operating expenses previously incurred 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, District of Columbia; and (vii) all Required Work (as defined in Section 10(c)), based upon the number of days 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. (i) If, on the Apportionment Date, there are any past due Rents 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 (provided Purchaser shall not be 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 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). 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 in the following order of priority (without duplication): (A) first, to 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 other 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 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, but not paid except that all interim payments received by either party for the 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 (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 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 date Closing Date shall be determined by multiplying the total payments collected from such tenant for 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 Date (or that portion of the fiscal year prior to Closing Date in which such Lease is in effect), 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 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, the 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 which such Lease is in effect). If any Lease provides for the adjustment 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. If on the basis of amounts actually incurred and the estimated payments received by Seller prior to the Closing Date or by Purchaser from and after the Closing 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 other party, remit such excess to such other party. As soon as practicable after the Closing, which Seller and Purchaser shall be allocated pursuant fully cooperate with one another in good faith in determining the appropriate allocations and adjustments of Additional Rent hereunder. Notwithstanding the foregoing, Seller agrees to Subsection (h) belowuse its good faith efforts to endeavor to complete its audit and reconciliation of 2006 Additional Rent prior to the Closing Date. (bc) 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 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 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 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 five (5) Business Days of receipt. (cd) If there are Purchaser and Seller hereby acknowledge and agree that the amounts of all telephone, electric, gas, steam, sewer, water meters at bills, trash removal bills, and janitorial and maintenance service bills (collectively, “Utilities”) relating to the Subject PropertyPremises 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 endeavor attempt to have all utility meters read as of the water utility read Closing Date. Seller shall promptly pay all unpaid bills, which obligation shall survive Closing. Seller shall further attempt to obtain from the meters on provider of same, all other service statements and bills of account. (e) 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 immediately 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 the Closing Date. Purchaser For purposes hereof, “Tenant Inducement Costs” 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 based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make mean any out-of-pocket payments required under a final meter reading on or immediately prior Lease to the Closing Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtained, on the basis of the most recent bills that are available. Purchaser shall be responsible for all utility charges after the Closing Date. (e) Intentionally omitted; (f) All amounts due or payable after Closing pursuant to any of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon the landlord thereunder (including the cost of work to be performed by or on behalf of the landlord) to or for the benefit of the tenant thereunder, which is in writing by Purchaserthe nature of a tenant inducement or concession, including, without limitation, tenant improvement costs, and other work allowances, lease buyout costs, free rental periods, legal fees and expenses and moving allowances; and the term “Leasing Commissions” shall mean any leasing commission payable to any broker in connection with a Lease for the initial term of any Lease or in connection with any exercised renewal, or exercised extension period and/or exercised expansion option.

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Date”):) on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365-day year: 507997960.5 132 (i) personal property subject to Section 6(b), prepaid rents, fixed rents and any other amounts payable by tenants to Seller 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) real estate taxes, sewer rents and taxes, water or sewer rates and charges (if to the extent not meteredaccounted for pursuant to clause (i) above), personal property vault charges and taxes, or business improvement district taxes, and other real estate assessments and any other governmental tax taxes, charges or charge assessments levied or assessed against the Subject Property Premises (collectively, the “Property Taxes”), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (c) belowSection 6(c); (iii) charges for electricity, 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 depositsadministrative charges, if any, for which Purchaser shall reimburse Seller if same be assignedpermitted under the Leases or applicable law, on security deposits held pursuant to the Leases; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions fuel supplied for the Building, if any, as estimated by Seller’s supplier, at current cost, together with any sales taxes payable in connection therewith, if any (a letter from Seller’s fuel supplier shall be conclusive evidence as to the quantity of this exhibits indicated by “(*[TEXT]*fuel on hand and the current cost therefor)” 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 prepaid fees for licenses and other expenses previously incurred by permits assigned to Purchaser at the Closing (it being understood that evidence of such prepayment must be provided to Purchaser); (vi) any amounts prepaid or payable under the Assumed Contracts and, if Purchaser elects to assume the Property Management Agreement, the Property Management Agreement; (vii) electricity, water, gas, steam, telephone, internet, cable or satellite television and any other utilities, at the rates most recently charged to Seller, but not plus sales taxes thereon, except to the extent required to be paid as of the date of Closing, which shall be allocated by tenants pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior to the 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 Leases in effect as of the Closing Date based upon directly to the per diem rate obtained by using entity imposing same; (viii) all other operating expenses and income with respect to the last period and bills for 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 charges that other items as are availablecustomarily apportioned in real estate closings of commercial properties in the Seattle, Washington area. (di) The Utilities Monthly base rents (collectively, “Base Rents”) under the Leases shall be apportioned (i) adjusted and prorated on an if, as and when collected basis. Base Rents collected by having utility company make a final meter reading on Purchaser or immediately Seller after the Closing Date from tenants who owe Base Rents for periods prior to the Closing Date, the payment shall, after first deducting Purchaser’s actual out-of-pocket costs of which shall collection, 507997960.5 133 if applicable, be Seller’s responsibilityapplied, or (iiA) if such readings cannot be obtainedfirst, on the basis of the most recent bills that are available. Purchaser shall be responsible for all utility charges after the Closing Date. (e) Intentionally omitted; (f) All amounts due or payable to Base Rents attributable to periods from and after Closing pursuant to any of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser.and

Apportionments. (a) The following shall be apportioned between Seller and Purchaser (based on the periods to which they relate and are applicable, and regardless when payable, except as otherwise expressly provided to the contrary) as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Date”):), such that Purchaser shall be treated as the owner of the Property for purposes of prorations of income and expenses, on and after the day of Closing: (i) personal property 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 occurs, shall, unless otherwise provided in Section 8(b) hereof, be apportioned between Purchaser and Seller based upon the number of days during the month in which the Apportionment Date occurs that each party actually owned the Property; (ii) real estate taxes are to be apportioned based on Section 8(c) hereof. Sewer rents and taxes, water or sewer rates and charges (if to the extent not meteredaccounted for pursuant to clause (i) above or (iii) below), personal property vault charges and taxes, or business improvement district taxes and assessments and any other governmental tax taxes, charges or charge assessments levied or assessed against the Subject Property Premises (collectively, the 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 Subsection (bSection 8(c) below; (ii) water charges to be apportioned in accordance with Subsection (c) belowhereof; (iii) charges for electricityall 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 cover any period after the Closing); (v) any amounts prepaid or payable by the owner of the Property under Contracts (if any) which are to be assumed by Purchaser at Closing; and (vi) the annual fee payable by Metra for the year in which Closing occurs relating to the “Commuter Facilities Easement” and other rights granted to Metra under the Metra Declaration; and (vii) all other operating expenses with respect to the Premises to the extent such matters are customarily apportioned in connection with real estate closings of commercial properties located in downtown Chicago, Illinois. (i) Any past due and delinquent Fixed Rents or Additional Rent owing by any tenant for any period through the Apportionment Date shall not be prorated. If, on the Apportionment Date, there are any past due Fixed Rents or Additional Rent owing by any tenant for any period through the Apportionment Date, Purchaser shall use its commercially reasonable efforts to collect the same after the Closing Date by billing such tenant (provided Purchaser shall not be obligated to institute legal proceedings against any tenant or guarantor with regard to the same, but Seller shall retain its right to institute legal proceedings or pursue other remedies against such tenant or guarantor after the Closing Date in the event payment has not been received within sixty (60) days after Closing so long as such proceeding does not seek a termination of the Lease or eviction of such tenant). Purchaser shall not compromise or settle any such rent arrearages without Seller’s prior written consent. Any Fixed Rent and Additional Rent received (net of Purchaser’s reasonable costs of collection) from any tenant or guarantor on or after the Closing Date shall be applied in the following order of priority (without duplication): (A) first, to current Fixed Rent and Additional Rent due and payable under such Lease, (B) second, to Fixed Rent and Additional Rent arrearages with respect to for the period following the month in which the Closing Date occurs and for all subsequent periods thereafter, (C) third, to Fixed Rent and Additional Rent arrearages with respect to the month in which the Closing Date occurs (subject to apportionment pursuant to Section 8(a) above), (D) fourth, to Fixed Rent and Additional Rent arrearages with respect to the period prior to the month in which the Closing Date occurs, and (E) all other Fixed Rent and Additional Rent collected shall belong to Purchaser, provided, however, if any Fixed Rent and/or Additional Rent payment is specifically marked or readily ascertainable as payment for a particular month during which Seller owned the Property and (x) such tenant’s Fixed Rent and/or Additional Rent was, in fact, in arrears for such month and (y) Seller has not received Fixed Rent and/or Additional Rent from said tenant for such month pursuant to this Section 8(b), then such Fixed Rent and/or Additional Rent payment shall belong to Seller (and if said Fixed Rent and/or Additional Rent payment is made by check payable to Purchaser, Purchaser shall endorse the check and promptly deliver the same to Seller). Any Fixed Rents and/or Additional Rent received directly or indirectly by Seller or Purchaser following the Apportionment Date which are the property of the other, shall be held in trust and paid to the other within ten (10) Business Days following receipt thereof. (ii) Except as is otherwise provided in the Leases, certain tenants under Leases pay their proportionate share of Additional Rent, which in most cases, provides for payments of monthly estimates with an adjustment at the end of each fiscal year applicable to such Additional Rent. Additional Rent is determined, in most cases, with respect to a fiscal year commencing January 1, and ending December 31. All amounts received by Seller as interim payments of Additional Rent before the Closing Date shall be prorated between the Seller and Purchaser, based on a year-to-date reconciliation completed by Seller’s property manager, of the actual Additional Rent collected by Seller to the underlying operating expenses to which they relate. If, as of Closing, Seller has received Additional Rent in excess of the expenses incurred by Seller which are reimbursable as Additional Rent prior to the Closing Date, Purchaser shall receive a credit in the amount of such excess at Closing. If, as of the Closing Date, Seller has incurred expenses reimbursable as Additional Rent in excess of the amount of Additional Rent actually received from tenants, Seller shall receive a credit in the amount of such deficiency at Closing. As soon as practicable after the Closing, Seller and Purchaser shall fully cooperate with one another in good faith re-prorating such Additional Rent at the time that such estimates are actually adjusted or reconciled pursuant to the term of the Leases. Any amounts due by Purchaser or Seller, as applicable, from such re-proration shall be paid within fifteen (15) Business Days after the same is 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 calendar year in which the Closing occurs) (the “Apportioned Property Taxes”) shall be prorated on the basis of 100% of the most recent ascertainable full-year tax ▇▇▇▇ for the Premises, it being agreed that Property Taxes for the Premises for the calendar year in which the Closing occurs (which are due and payable in the calendar year following the calendar year in which the Closing occurs) and subsequent years shall not be prorated and shall be the sole responsibility of Purchaser. If the Closing Date shall occur before the issuance of a full-year tax ▇▇▇▇ for the Apportioned Property Taxes, the Property Taxes shall be reprorated by the parties within ten (10) Business Days after the issuance of the actual tax ▇▇▇▇ and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other based on such recalculation. Seller hereby expressly reserves the right to continue, commence and conduct any tax abatement or reduction proceedings relating to the Premises in respect of real estate taxes for the calendar year 2012 (due and payable in the calendar year 2013) (subject to apportionment as stated below) and for all prior real estate tax years, subject to Seller’s compliance under the Leases for reconciliation with the tenants of any amount of tax abatement or refunds obtained, and Purchaser shall have the right to commence and conduct any tax abatement or reduction proceedings relating to the Premises for the calendar year 2013 (due and payable in the calendar year 2014) and all subsequent years, subject to Purchaser’s compliance under the Leases for reconciliation with the tenants of any amount of tax abatement or refunds obtained. Seller shall not have the right to contest or appeal any assessments or real estate taxes for the year 2013 (due and payable in the calendar year 2014). Seller shall have the sole right and discretion to compromise or settle any tax certiorari or reduction proceedings relating to the Premises for the calendar year 2012 (due and payable in the calendar year 2013) and all prior real estate tax years, subject to Seller’s compliance under the Leases for reconciliation with the tenants of any amount of tax abatement or refunds obtained. Purchaser agrees to reasonably cooperate with Seller in all such proceedings at no cost, expense, liability or potential liability to Purchaser. As between Purchaser and Seller (subject to the rights, if any, of tenants under the Leases), real estate tax refunds for periods prior to the calendar year 2012 (due and payable in the calendar year 2013), shall be the sole property of Seller. As between Purchaser and Seller (subject to the rights, if any, of tenants under the Leases), real estate tax refunds for periods the calendar year 2013 (due and payable in the calendar year 2014) and subsequent calendar years shall be the sole property of Purchaser. Real estate tax refunds and credits received after the Closing Date which are attributable to the calendar year 2012 (due and payable in the calendar year 2013) shall be apportioned between Seller and Purchaser, after deducting the expenses of collection thereof. To the extent received by either party, sums payable to the other party hereunder shall be held by the receiving party as a trust fund, and remitted to the other party within ten (10) Business Days of receipt. (d) 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, televisionelectric, gas gas, steam, sewer, water bills, trash removal bills, and any other utilities janitorial and maintenance service bills (collectively, “Utilities”) made relating to the Property and allocable to the period prior to the Closing Date shall be determined and paid by the utility companies servicing the Subject Property to be apportioned in accordance with Subsection (d) below. Transferable utility depositsSeller before Closing, if anypossible, for which or shall be paid thereafter by Seller or adjusted between Purchaser shall reimburse and Seller if after the same be assigned; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant determined. Seller shall attempt 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, but not paid utility meters read as of the date of Closing, which shall be allocated pursuant to Subsection one (h1) below. (b) Taxes shall be apportioned on the basis of the fiscal period for which assessed. (c) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately Business Day prior to the Closing Date. Purchaser 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) 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 charges thereafter. If such readings are not obtainableLeasing Commissions and Tenant Inducement Costs, thenincluding, until such time as such readings are obtainedwithout limitation, water charges shall be prorated 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 Closing Date based upon obligation to re-carpet, repaint or replace wall coverings under the per diem rate obtained by using GSA Leases if the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately 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 payment Closing Date (the “Finalized Pending Lease Transactions”). For the avoidance of which doubt, in no event shall Seller be Seller’s responsibilityresponsible 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) if such readings cannot be obtained, on the basis of the most recent bills that are available. Purchaser shall be responsible for, and shall pay when due, the following Leasing Commissions and/or Tenant Inducement Costs (including rent abatement concessions) under the Leases: (1) the cost to re-carpet, repaint or replace wall coverings under the GSA Leases for all utility charges which written notice of the need thereof has been given by the GSA on or after the Closing Date. , (e2) Intentionally omitted; all Leasing Commissions and/or Tenant Inducement Costs (fincluding, without limitation, rent abatement concessions,) All amounts due arising under all new Leases or payable any amendments to existing Leases exercised or executed on or after Closing pursuant to 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 Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All landlord exercised or executed on or after October 3, 2013 under existing Leases other expenses previously incurred by Sellerthan for the Finalized Pending Lease Transactions, but not paid as 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 the expiration of the date of Closing, shall be paid by Seller unless Inspection Period or are otherwise agreed upon disclosed in writing by Purchaser.to Purchaser prior to the expiration of the Inspection Period. In connection therewith, Seller shall retain liability for the payment of any Leasing Commissions and/or Tenant Inducement Costs (x) due and payable in connection with the Finalized Pending Lease Transactions, (y) contained in new Leases or any amendments to existing Leases exercised or executed on or after October 3, 2013 in violation of the terms of Section 10(b)(i) of this Agreement and (z) arising under any options, extensions, renewals, expansions or any other obligations of the landlord exercised or executed on or after October 3, 2013 under existing Leases, but only to the extent the amounts of such Leasing Commissions and/or Tenant Inducement Costs were not disclosed in

Apportionments. (a) The following shall be apportioned between Seller Lessee and Purchaser Lessor with respect to the Premises as of Midnight 11:59 P.M. on the day immediately preceding the Closing Date date of the expiration or earlier termination of this Lease (other than termination for any default by Lessee) (the “"Apportionment Date”):"), and the net amount thereof shall be 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 extent practicable, subject to reapportionment from time to time within six (6) months after the Apportionment Date to the extent that any amount to be apportioned hereunder cannot reasonably be determined on the Apportionment Date: (ia) personal real property taxes, water taxes and assessments (or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”installments thereof), on the basis of the respective periods fiscal year for which each is assessed or imposed, to be apportioned in accordance with Subsection payable; (b) belowwater rates and charges, except those required to be paid directly by tenants in occupancy of portions of the Premises to the entity imposing same; (iic) water charges sewer taxes and rents, except those required to be apportioned paid directly by tenants in accordance with Subsection (c) belowoccupancy of portions of the Premises to the entity imposing same; (iii) charges for electricity, 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 depositsannual permit, license and inspection fees, if any, for which Purchaser shall reimburse Seller if same be assigned; (iv) Intentionally 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, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period year for which assessed. (c) If there levied, if the rights with respect thereto are water meters at the Subject Property, Seller shall endeavor transferable to have the water utility read the meters on or immediately prior to the 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 based upon the per diem rate obtained by using the last period and bills for such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately prior to the Closing Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtained, on the basis of the most recent bills that are available. Purchaser shall be responsible for all utility charges after the Closing Date.Lessor; (e) Intentionally omittedfuel, if any, at the cost per gallon or cubic foot most recently charged to Lessee, based on the supplier's measurements thereof, plus sales taxes thereon; (f) All amounts due or payable after Closing pursuant deposits on account with any utility company servicing the Premises, to any of the Contracts shall be paid in full by Seller at Closing.extent transferred to Lessor; (g) Intentionally omitted;fixed, escalation and other rent of tenants in occupancy of the Premises, if, as, and when collected (the "Sublease Rents" (h) All amounts deposited with the holder of any Fee Mortgage or any Leasehold Mortgagee for escrows of real estate taxes and insurance premiums; and (i) all other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon items customarily apportioned in writing by Purchaserconnection with similar properties similarly located.

Apportionments. (a) The With respect to each Property, subject to the express terms of this Section 12, the following shall be apportioned prorated between Seller the applicable Property Owner as indirectly constituted immediately prior to the Closing (with Cedar owning 20% of Property Owner and Purchaser the 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 Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Adjustment Date”) (on the basis of the actual number of days elapsed over the applicable period): (i) personal property taxesFixed rents, water additional rents, percentage rent and all other sums and credits due or sewer rates payable under the applicable Leases and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against items of income, as and when collected (it being acknowledged that all such amounts received after the Subject Property (collectively, the “Taxes”Closing shall be applied as provided in Section 12(i), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below); (ii) All real estate taxes, water charges, sewer rents, vault charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, telephone, television, gas and any other utilities (collectively, “Utilities”) made by assessments on 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; (iv) Intentionally 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, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period year for which assessed.assessed (except to the extent required to be paid by Tenants in good standing pursuant to Leases); (ciii) If there are water meters at All operating expenses, including, without limitation, all amounts payable by the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior applicable Property Owners pursuant to the Closing Date. Purchaser shall Ground Leases (except to the extent required to 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 based upon the per diem rate obtained paid by using the last period and bills for such charges that are available.Tenants in good standing pursuant to Leases); (div) The Utilities shall be apportioned Any prepaid items, including, without limitation, fees for licenses and annual permit and inspection fees; (iv) by having utility company make a final meter reading on or immediately prior to the Closing DateUtilities, the payment of which shall be Seller’s responsibilityincluding, or (ii) if such readings cannot be obtainedwithout limitation, telephone, steam, electricity and gas, on the basis of the most recent 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 adjustments to, the net amount paid, or expenses or revenues, under the Franklin Purchase Agreement (in the case of either (a) or (b), whether paid to REIT Sub or any assignee or designee); (ix) Deposits, reserves or escrows made by or on behalf of any of the Owners with respect to Loans and other obligations that will remain in effect on and after the Closing; and (x) Such other items as are available. Purchaser customarily apportioned between sellers and purchasers of real 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) With respect to each Lease pursuant to which 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 the following (collectively, “Leasing Costs”): (i) any real estate or leasing commissions (including, without limitation, commissions payable to Cedar or its affiliates); (ii) any tenant 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 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 performed by the landlord thereunder and arising pursuant to the Leases (or any modification or amendment thereof). (c) With respect to Leasing Costs for each Lease pursuant to which the applicable Tenant did not commence the payment of regularly scheduled rent until on or after July 1, 2012, RioCan shall be responsible for all utility charges payment of the Leasing Costs for each such Lease. For purposes of clause (b) and this clause (c), with respect to Leasing Costs incurred in connection with amendments or modifications of Leases (including, without limitation, extensions of Leases), allocation of responsibility for Leasing Costs incurred in connection with such amendments or modifications shall be based on the commencement of regularly scheduled rent under such amendments or modifications or, if no regularly scheduled rent shall be contemplated by such amendments or modifications and Leasing Costs were nonetheless incurred, based on the date of such amendment or modification. (d) There will be no adjustment (other than current year adjustments) for deferred amortized common area costs, if any, that are recoverable from Tenants after the any Closing Datenor 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) Intentionally omitted;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) All amounts due or payable after Closing pursuant to any A statement of the Contracts adjustments shall be paid in full prepared by Seller Cedar for approval of RioCan, acting reasonably, at Closingleast 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) Intentionally omitted;If, on the Closing Date, any items of additional rent or percentage rent under the Leases or other income or expense of the Properties shall not have been ascertained, then such items shall be adjusted retroactively as and when the same are ascertained. 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 party with respect to any Property later than the applicable Outside Adjustment Date. (h) All If, with respect to any Property, the Closing shall occur before the applicable real estate tax rate is fixed, the apportionment of real estate taxes for such Property at the Closing shall be based upon the tax rate for the next preceding year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed. (i) If any Tenant at a Property is in arrears in the payment of rent or any other receivables on the Closing Date, any and all rents and receivables received from such Tenant after the Closing shall be applied in the following order of priority: (i) first to the month in which the Closing occurred; (ii) then to any month or months following the month in which the Closing occurred; and (iii) then to the months preceding the month in which the Closing occurred. If rents or 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 previously incurred by Seller, but not paid as of the date of Closingcollection thereof, shall be promptly paid by Seller unless to the other party. (j) Notwithstanding the foregoing, the first $660,000 of cash and cash equivalents shall be paid to Cedar, and shall not be subject to adjustment or apportionment in accordance with the terms of this Agreement, or otherwise agreed upon be taken into account in writing by Purchasercalculating the Net Consideration. After such payment, for purposes of the calculation in Section 12(a), the balance of cash and cash equivalents shall be allocated 20% to Cedar and 80% to RioCan. (k) The provisions of this Section 12 shall survive the Closing.

Apportionments. (a) The With respect to each Property, the following shall be apportioned prorated between Seller the applicable Property Owner as constituted immediately prior to the Closing (assuming that Cedar owned 100% of the Interests in such Property Owner), and Purchaser the applicable Property Owner as constituted immediately following the Closing (assuming that Cedar owned 20% of the Interests in such Property Owner and the remaining 80% of such Interests were owned by RioCan), as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Adjustment Date”) (on the basis of the actual number of days elapsed over the applicable period): (i) personal property taxesFixed rents, water additional rents, percentage rent and all other sums and credits due or sewer rates payable under the applicable Leases and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against items of income, as and when collected (it being acknowledged that all such amounts received after the Subject Property (collectively, the “Taxes”applicable Closing shall be applied as provided in Section 19(i), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below); (ii) All real estate taxes, water charges, sewer rents, vault charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, telephone, television, gas and any other utilities (collectively, “Utilities”) made by assessments on 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; (iv) Intentionally 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, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period year for which assessed.assessed (except to the extent required to be paid by Tenants in good standing pursuant to Leases); (ciii) If there are water meters at All operating expenses, including, without limitation, all amounts payable by the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior applicable Property Owners pursuant to the Closing Date. Purchaser shall Ground Leases (except to the extent required to 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 based upon the per diem rate obtained paid by using the last period and bills for such charges that are available.Tenants in good standing pursuant to Leases); (div) The Utilities shall be apportioned Any prepaid items, including, without limitation, fees for licenses and annual permit and inspection fees; (iv) by having utility company make a final meter reading on or immediately prior to the Closing DateUtilities, the payment of which shall be Seller’s responsibilityincluding, or (ii) if such readings cannot be obtainedwithout limitation, telephone, steam, electricity and gas, on the basis of the most recent recently issued bills that are available. Purchaser shall therefor (except to the extent required to be responsible for all utility charges after the Closing Date. (e) Intentionally omittedpaid by Tenants pursuant to Leases); (fvi) All amounts due Deposits with telephone and other utility companies; (vii) Payments of principal and interest and other costs payable under any Loan Documents; (viii) Cash and cash equivalents (e.g., U.S. Treasuries) held by or payable after Closing pursuant to for the account of any of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omittedOwners; (hix) All other expenses previously incurred Deposits, reserves or escrows made by Seller, but not paid as or on behalf of any of the date Owners with respect to loans and other obligations that will remain in effect on and after the applicable Closing; and (x) Such other items as are customarily apportioned between sellers and purchasers of Closingreal 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, shall be paid by Seller unless otherwise agreed upon including, without limitation, any items not expressly included in writing by Purchaserthe items that are the responsibility of Cedar pursuant to Section 19(b) through (d) below).

Apportionments. (a) The following adjustments described in this Section 6 shall be calculated with respect to each Property 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, except as specifically provided herein, shall be apportioned between Seller Sellers and Purchaser as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “"Apportionment Date”): (i") personal property taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”), on the basis of the respective periods 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; provided, however, that solely for which each is assessed purposes of an initial calculation thereof for the Closing, any payments from tenants or imposed, other third-parties to be apportioned pro-rated in accordance with Subsection this Section 6 which are then held in a lockbox account with the Lender, shall 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: (bi) belowas 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) water charges 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 be apportioned in accordance with Subsection (c) belowthe quantity of fuel on hand and the current cost therefor); (iii) charges prepaid fees for electricity, telephone, television, gas licenses and any other utilities (collectively, “Utilities”) made by permits assigned to Purchaser at the utility companies servicing Closing or otherwise remaining in force for the Subject benefit of the owner of the applicable Property to be apportioned in accordance with Subsection (d) below. Transferable utility deposits, if any, for which Purchaser shall reimburse Seller if same be assignedafter the Closing; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions 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 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.Agreement; and (v) all other expenses previously incurred 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 and prorated on an if, as and when collected basis. Base Rents collected by Selleror on behalf of Sellers, but after the Closing Date 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 (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 date 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 Closing, the Property with respect to which shall such Base Rents are to be allocated pursuant collected to Subsection (h) belowreasonably cooperate in any and all such actions. (biii) Taxes shall be apportioned With respect to any Lease that provides for the payment of additional or escalation rent based upon (A) a percentage of a tenant's gross sales during a specified annual or other period or (B) Property Taxes, operating expenses, labor costs, cost of living indices or porter's wages (collectively, "Overage Rent"), such Overage Rent ▇▇▇▇▇ ▇▇ adjusted and prorated on the basis of the fiscal period for which assessedan if, as and when collected basis. (civ) 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 there are water meters at Purchaser shall be unable to collect such Overage Rents during the Subject Propertyaforementioned ninety (90) day period, Seller Sellers shall endeavor to have the water utility read right to pursue tenants to collect such delinquencies, at its sole cost and expense, including, without limitation, the meters on prosecution of one or immediately 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 responsible billed) tenants 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 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 per diem rate obtained by using ratio that the last portion of such accounting period and bills for prior to the Closing Date bears to the entire such charges that are available. (d) The Utilities shall be apportioned (i) by having utility company make a final meter reading on or immediately 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, 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 Purchaser'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). For any Additional Rent payable for a period that expired prior to the Closing Date, but which shall be Seller’s responsibilitypaid 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 (ii90) if day period, Sellers shall have the right to pursue tenants to collect such readings candelinquencies (including, without limitation, the prosecution of one or more lawsuits), provided that Sellers may not cause any Lease to be obtainedterminated 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 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 bill tenants for Additional Rent relating to periods prior to the Cl▇▇▇▇g Date in accordance with and on the basis of such information furnished by Sellers. Additional Rent payable for the most recent bills that are available. Purchaser period in which the Closing Date occurs shall be responsible for all utility charges after apportioned between Sellers and Purchaser based upon the same method used to apportion the underlying expense being billed to such tenant, or if such expense is not being apportioned, then based upon the ratio that the portion of such accounting period prior to the Closing DateDate bears to the entire such accounting period. (exi) Intentionally omitted; (f) All amounts due or payable To the extent any payment received from a tenant after Closing pursuant does not indicate whether the payment is for an item of Base Rent, Overage Rent or Additional Rent, and the same cannot be clearly determined from the context of such payment (e.g., it is not accompanied by an invoice for an item of Base Rent, Overage Rent or Additional Rent in such amount), then such payment will be applied: first, to any payment of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as of the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser.

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight on the day immediately preceding the Closing Date (the “Apportionment Date”): (i) personal property taxes, water or sewer rates and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against the Subject Property (collectively, the “Taxes”), on the basis of the respective periods for which each is assessed or imposed, are to be apportioned in accordance with Subsection (b) below; (ii) water charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, 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; (iv) Intentionally 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, but not paid as of the date immediately preceding the date of the Closing, which shall be allocated pursuant to Subsection (h) below.: (b) Taxes Only to the extent that any existing Tenant has failed to vacate its premises prior to the Closing Date; Seller and Purchaser shall be apportioned apportion all rents and additional rents due under the Leases ("Rents") as and when collected. (c) Subject to Section 7, real estate taxes and assessments on the basis of the fiscal period year for which assessed. (cd) If there are Subject to Section 8, water meters at and sewer charges and rents on the Subject Propertybasis of the fiscal year for which assessed, Seller shall endeavor to have the water utility read unless the meters are read on or immediately prior to the 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 date of the Closing Date based upon the per diem rate obtained by using the last period and bills for Closing; provided, however, if any such charges that or rents are availablepayable by any tenant by the express terms of its Lease, such charges or rents shall not be apportioned. (de) The Utilities shall be apportioned Subject to Section 8 utilities, including, without limitation, telephone, electricity (iand any sales tax thereon) by having utility company make a final meter reading on or immediately prior to the Closing Date, the payment of which shall be Seller’s responsibility, or (ii) if such readings cannot be obtainedand gas, on the basis of the most recent recently issued bills that therefor; unless the meters are available. Purchaser read on the date of the Closing; provided, however, if any such charges or rents are payable by any tenant by the express terms of its Lease, such charges or rents shall not be responsible for all utility charges after the Closing Dateapportioned. (e) Intentionally omitted; (f) All amounts due Any charges, advance payments and deposits paid or payable after Closing pursuant to any under the Contracts which Purchaser assumes at Closing, and which shall not have been terminated as of the Contracts shall be paid in full by Seller at Closing. (g) Intentionally omitted;Fees for Licenses and permits, to the extent actually transferred. (h) All other expenses previously incurred by SellerFuel (including sales tax), but not paid based on a reading and the current price therefor. (i) Except as of otherwise provided in this Agreement, the date of Closing, apportionments shall be paid by Seller unless otherwise agreed upon made in writing by Purchaseraccordance with the customs in respect to title closings in the jurisdiction where the Premises are located. (j) Any errors in calculations or apportionments shall be corrected or adjusted as soon as practicable after the Closing. (k) The provisions of this Section shall survive the Closing.

Apportionments. (a) The Subject to the express terms of this Section 12 the following items of income and expense shall be apportioned between Seller prorated on the basis that REIT Sub owned the Property Owner (and Purchaser the 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 Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Adjustment Date”) (on the basis of the actual number of days elapsed over the applicable period): (i) personal property taxesFixed rents, water additional rents, percentage rent and all other sums and credits due or sewer rates payable under the Leases and charges (if not metered), personal property taxes, or any other governmental tax or charge levied or assessed against items of income, as and when collected (it being acknowledged that all such amounts received after the Subject Property (collectively, the “Taxes”Closing shall be applied as provided in Section 12(j), on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection (b) below; (ii) All real estate taxes, water charges, sewer rents, vault charges to be apportioned in accordance with Subsection (c) below; (iii) charges for electricity, telephone, television, gas and any other utilities (collectively, “Utilities”) made by assessments on 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; (iv) Intentionally 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, but not paid as of the date of Closing, which shall be allocated pursuant to Subsection (h) below. (b) Taxes shall be apportioned on the basis of the fiscal period year for which assessed.assessed (except to the extent required to be paid by Tenants in good standing pursuant to Leases); (ciii) If there are water meters at the Subject Property, Seller shall endeavor to have the water utility read the meters on or immediately prior All operating expenses (except to the Closing Date. Purchaser shall extent required to 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 based upon the per diem rate obtained paid by using the last period and bills for such charges that are available.Tenants in good standing pursuant to Leases); (div) The Utilities shall be apportioned Any prepaid items, including, without limitation, fees for licenses and annual permit and inspection fees; (iv) by having utility company make a final meter reading on or immediately prior to the Closing DateUtilities, the payment of which shall be Seller’s responsibilityincluding, or (ii) if such readings cannot be obtainedwithout limitation, telephone, steam, electricity and gas, on the basis of the most recent 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), 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 other obligations that will remain in effect on and after the Closing; and (x) Such other items as are available. Purchaser customarily apportioned between sellers and purchasers of real 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) With respect to each Lease pursuant to which 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 the following (collectively, “Leasing Costs”): (i) any real estate or leasing commissions (including, without limitation, commissions payable to Cedar or its affiliates); (ii) any tenant 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 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 performed by the landlord thereunder and arising pursuant to the Leases (or any modification or amendment thereof). (c) With respect to Leasing Costs for each Lease pursuant to which the applicable Tenant did not commence the payment of regularly scheduled rent until on or after July 1, 2012, Cedar shall be responsible for all utility charges payment of the Leasing Costs for each such Lease. For purposes of clause (b) and this clause (c), with respect to Leasing Costs incurred in connection with amendments or modifications of Leases (including, without limitation, extensions of Leases), allocation of responsibility for Leasing Costs incurred in connection with such amendments or modifications shall be based on the commencement of regularly scheduled rent under such amendments or modifications or, if no regularly scheduled rent shall be contemplated by such amendments or modifications and Leasing Costs were nonetheless incurred, based on the date of such amendment or modification. (d) There will be no adjustment (other than current year adjustments) for deferred amortized common area costs, if any, that are recoverable from Tenants after Closing nor will any adjustments (other 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 prepared by Cedar for approval of RioCan Holdings, REIT and REIT Sub, acting reasonably, at least five (5) Business Days before the Closing Date. (e) Intentionally omitted; (f) All amounts due If, on the Closing Date, any items of additional rent or payable percentage rent under the Leases or other income or expense of the Property shall not have been ascertained, then such items shall be 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 pursuant 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 party with respect to any of Property later than the Contracts shall be paid in full by Seller at Closingapplicable Outside Adjustment Date. (g) Intentionally omitted;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) All 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 is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed. (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 any other receivables on the Closing Date, any and all rents and receivables received from such Tenant after the Closing shall be applied in the following order of priority: (i) first to the month in which the Closing occurred; (ii) then to any month or months following the month in which the Closing occurred; and (iii) then to the months preceding the month in which the Closing occurred. If rents or 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 previously incurred by Seller, but not paid as of the date of Closingcollection thereof, shall be promptly paid by Seller unless otherwise agreed upon in writing by Purchaserto the other party. (k) The provisions of this Section 12 shall survive the Closing.

Apportionments. (a) The following shall be apportioned between Seller and Purchaser as of Midnight 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Date”):), provided that to the extent any such amount to be apportioned is the obligation of Seller as tenant under the Lease, the apportionment shall occur as of the date Seller ceases to be required to pay the same under the Lease and no payment shall be due in respect thereof on the Closing Date: (i) personal property real estate taxes, payments in lieu of taxes, sewer rents and taxes, water or sewer rates and charges, vault charges (if not metered), personal property and taxes, or business improvement district taxes and assessments and any other governmental tax taxes, charges or charge assessments (collectively, “Property Taxes”) levied or assessed against the Subject Property (collectively, the “Taxes”)Purchaser’s Unit, on the basis of the respective periods for which each is assessed or imposed, to be apportioned in accordance with Subsection paragraphs (b) belowand (c) of Article 11 hereof; (ii) water charges fuel, if any, supplied to the 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 from Seller’s fuel supplier shall be apportioned conclusive evidence as to the quantity of fuel on hand and the current cost therefor), provided that in accordance calculating the apportionment described in this paragraph (a)(ii), no apportionment shall be made with Subsection respect to any fuel tank that serves only the Verizon Units. In all other circumstances, the apportionment described in this paragraph (ca)(ii) belowshall be multiplied by a fraction equal to the Purchaser’s Unit Percentage Interest; (iii) charges for electricityany amounts prepaid or payable under all Contracts which have been entered into by Seller, telephone, television, gas and any other utilities (collectively, “Utilities”) made by the utility companies servicing the Subject Property than those Contracts which pursuant to Section 10.04 are to be apportioned in accordance with Subsection (d) below. Transferable utility deposits, if any, for which Purchaser shall reimburse Seller if same be assignedterminated by Seller; (iv) Intentionally omitted; Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant all other operating expenses with respect to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission.Purchaser’s Unit; (v) such other items with respect to the Purchaser’s Unit as are customarily apportioned in accordance with real estate closings of commercial properties in the State and County in which the Property is located; and (vi) charges for all electricity, steam and other expenses previously incurred by Seller, but not paid as of utility services consumed in the date of Closing, which shall be allocated pursuant to Subsection (h) belowPurchaser’s Unit. (b) All Property Taxes assessed against the Property shall be apportioned prorated between Seller and 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 fiscal Declaration) in the Property submitted to the Condominium. If the most recent tax bill received by 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 be the obligation of Seller. All Property Taxes on the 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 to 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 ▇▇▇▇▇▇▇▇▇ agrees to cooperate as reasonably requested with Seller and to execute any and all documents reasonably requested by Seller in furtherance of the foregoing. (c) If there are water meters at Property Taxes for the Subject Propertyfiscal 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, Seller the amount to be paid by Purchaser as an apportionment hereunder shall endeavor to have be a percentage of the water utility read the meters Property Taxes accruing on or immediately prior to 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”). Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until Until such time as such readings are obtainedthe City in which the Property is located has commenced assessing each Unit as a separate tax lot, water charges 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 prorated as 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 Closing Date based upon Condominium Documents and the per diem rate obtained by using Lease, with respect to this subject, the last period terms and bills for such charges that are availableprovisions of the Condominium Documents and the Lease shall govern. (d) The Utilities shall 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 apportioned 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 having utility company make a final meter reading on or immediately 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 Date, the payment of which shall be Seller’s responsibility, or and (ii) if such readings canamount has not been paid by Seller prior to Closing, such apportionment (and the amount Seller has to pay as a result) shall be obtained, made and calculated based only on the basis 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 most recent bills that are availableCondominium. Seller and Purchaser shall be responsible for all utility charges after cause the Closing DateBoard to cooperate with Seller and Purchaser in making these calculations. (e) Intentionally omitted;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 (iii) for such other 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. (f) All amounts due or payable prorations shall be complete and final no later than six (6) months after Closing pursuant to any of or, if applicable, the Contracts shall be paid in full by Seller at ClosingLease Expiration Date. (g) Intentionally omitted; (h) All other expenses previously incurred by Seller, but not paid as The provisions of this Article 11 shall survive the date of Closing, shall be paid by Seller unless otherwise agreed upon in writing by Purchaser. ARTICLE 12.