Common use of Prorations and Adjustments Clause in Contracts

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Clear Channel Stations and Exchange Party Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding transfer taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contractscontracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller Clear Channel and one-half by BuyerExchange Party.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles consistently applied ("GAAP") as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, any prepayments on Time Sales Agreements for time to be aired after the Closing, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), any vacation leave accrued for Transferred Employees assumed by Buyer hereunder, utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.33.2, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer. With respect to Trade Agreements, if there exists on the Closing Date an aggregate negative trade balance in excess of $800,000 in the aggregate for all Stations determined in accordance with GAAP, then such excess will be treated as prepaid time sales and adjusted for as a proration in Buyer's favor, but no adjustment in favor of Seller shall be made for any positive trade balance existing on the Closing Date.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), any vacation leave accrued for Transferred Employees assumed by Buyer hereunder, utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.33.2, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Stations Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Stations Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Stations Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

Prorations and Adjustments. Except as otherwise provided herein(a)The Parties, all depositsacting in good faith, reserves will prepare prior to Closing a calculation of prorations and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations other adjustments, which shall include, without limitation, all ad valoremrent, any other income derived by the Owners from the Contributed Property, in each case to the extent actually received by Owners, property operating expenses, real estate and other property taxes and assessments (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis upon which each applicable Tenant is billed by Owner), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Tenant reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of taxes assessed for 11:59 P.M. (Eastern Time) on the day preceding the Closing, based upon the actual number of days in the applicable month or year, with . It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a reapportionment, if any, fair and equitable basis as soon as the new tax rate income or invoices or other bills are available and valuation can after final reconciliation with Tenants, with final adjustment to be ascertainedmade as soon as reasonably possible after Closing. Except as otherwise provided hereinin the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the Seller and the Purchaser with respect to the pre- and post-contribution periods, respectively. Notwithstanding the foregoing, there shall be no proration of property operating expenses, real property taxes and assessments, personal property taxes and assessments to the extent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, as the case may be, in connection with the final adjustment shall be due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-contribution period. After taking into account the prorations and adjustments contemplated required by this Section 3.37.5(a), all cash reserves in any Owner or General Partner (or any manager under a Management Agreement) bank accounts shall be for the account of Seller. The obligations of Seller and Purchaser under this Section 7.5(a) shall survive the Closing. (b)Other than taxes required under a Lease to be paid by a Tenant, Seller shall remain liable for any and all taxes (including any taxes imposed by a taxing authority pursuant to an audit or other proceeding) determined to have accrued or have been due and payable with respect to a General Partner, Owner or the Contributed Property (or any portion thereof) on or prior to the extent practicable, shall be made on Closing Date during the Closing Date. As to those prorations applicable statute of limitations period (other than any Transfer Taxes 23 payable by the Partnership in accordance with Section 7.4 and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable taxes subject to the partiesprorations set forth in Section 7.5(a) above). ARTICLE 8 AS IS 8.1 AS-IS. EXCEPT FOR SELLER’S WARRANTIES IN SECTION 3.1 OF THIS AGREEMENT, and the fees and expenses of such accountant shall be paid oneTHIS CONTRIBUTION IS MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, PURCHASER AGREES TO ACCEPT THE INTERESTS ON AN “AS IS” AND “WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY, ALL OF WHICH SELLER HEREBY DISCLAIMS. EXCEPT FOR SELLER’S WARRANTIES IN SECTION 3.1 OF THIS AGREEMENT, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER WITH RESPECT TO THE INTERESTS OR CONTRIBUTED PROPERTIES AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, THE PRESENCE OF LEAD-half by Seller and one-half by BuyerCONTAINING DUST, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). PURCHASER ACKNOWLEDGES THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE INTERESTS AND CONTRIBUTED PROPERTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN WITH RESPECT TO SELLER'S WARRANTIES, PURCHASER EXPRESSLY RELEASES, AND WAIVES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY CLAIMS UNDER FEDERAL LAW, STATE OR OTHER LAW, WHETHER IN LAW OR EQUITY THAT PURCHASER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE USE, CHARACTERISTICS OR CONDITION OF THE INTERESTS OR THE CONTRIBUTED PROPERTIES WHETHER ARISING BEFORE OR AFTER THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, ANY PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITION THEREOF AND ANY CLAIM FOR INDEMNIFICATION OR CONTRIBUTION ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (42 U.S.C. SECTION 9601 ET SEQ.) OR ANY SIMILAR FEDERAL, STATE OR LOCAL STATUTE, RULE OR ORDINANCE RELATING TO LIABILITY OF INTERESTS OR CONTRIBUTED PROPERTY OWNERS FOR ENVIRONMENTAL MATTERS. /s/ AZF Purchaser's Initials

Prorations and Adjustments. Except as otherwise provided hereinin the TBA, all deposits, reserves the operation of the Station and prepaid and deferred -------------------------- the income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of normal operating expenses, attributable thereto through 11:59 p.m. on the date immediately preceding day prior to the Closing Date (the “Adjustment Date. Such prorations ”) shall includebe for the account of the Emmis Entities and thereafter for the account of Buyer including, without limitationbut not limited to, all ad valoremexpenses and income or benefit for or resulting from goods or services received by the Business, real estate and other personal property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1)and assessments, business power and license feesutilities charges, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments rents and similar prepaid and deferred itemsitems (the “Closing Date Adjustments”). Real estate taxes shall be apportioned on All special assessments and similar charges or liens imposed against the basis Purchased Assets in respect of taxes assessed for any period of time through the preceding yearAdjustment Date, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicablewhether payable in installments or otherwise, shall be the responsibility of the Emmis Entities, and amounts with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Date shall be the responsibility of Buyer, and such charges shall be adjusted as required hereunder. Without limiting the generality of the foregoing, (a) the Emmis Entities shall receive a credit for the unapplied portion, as of the Adjustment Date, of the security deposits made on by the Emmis Entities under those Station Agreements assumed by Buyer at Closing in accordance with Section 2.3(a); and (b) -------------- with respect to each vacation or portion thereof earned but not taken before the Adjustment Date by each Transferred Employee hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof plus payroll and unemployment taxes thereon. To the extent not inconsistent with the express provisions of this Agreement, the Closing DateDate Adjustments shall be made in accordance with GAAP. As Three (3) days prior to those prorations and adjustments not capable of being ascertained on the Closing Date, Buyer shall estimate all apportionments pursuant to this Section 2.11 and shall deliver a statement of its estimates to the Emmis Entities ------------ (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, Buyer shall pay to the Emmis Entities, or the Emmis Entities shall pay to Buyer, as the case may be (as an adjustment to the Purchase Price), the net amount due as a result of the estimated apportionments. Within sixty (60) days after the Closing (the “Payment Date”), the Emmis Entities shall deliver to Buyer a statement of any adjustments to Buyer's estimate of the apportionments, and proration Buyer shall pay to the Emmis Entities, or the Emmis Entities shall pay to Buyer, as the case may be, any amount due as a result of the adjustment; provided, however, if Buyer disputes the Emmis Entities' determinations, or -------- ------- if at any time after delivery of the Emmis Entities' statement of determinations, Buyer or the Emmis Entities determine that any item included in the apportionments is inaccurate, or that an additional item should be included in the apportionments, the parties shall confer with regard to the matter and an appropriate adjustment and payment shall be made within ninety as agreed upon by the parties (90or, if they are unable to resolve the matter, they shall engage PriceWaterhouseCoopers LLP to resolve the matter, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by the parties). If the amount of Taxes which are to be prorated pursuant to this Section 2.11 is not known by sixty (60) calendar days of after the Closing Date, then the amount of such Taxes will be estimated as ------------ of such date and once the amount of such Taxes is known, Buyer shall pay to the Emmis Entities, or the Emmis Entities shall pay to Buyer, as the case may be, the net amount due as a result of the actual apportionment of such Taxes. In Concurrently with the event payment of any disputes between the parties as amount required to such adjustmentsbe paid under this Section 2.11, the amounts not in dispute payor shall nonetheless be paid pay the payee ------------ interest on such amount calculated at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable rate of six percent (6%) per annum from the Closing Date to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyerdate paid.

Prorations and Adjustments. Except Subject to TBA #1 and TBA #2, and except -------------------------- as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Cumulus Stations and the Trust Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles ("GAAP") as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding transfer taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.116.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contractscontracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.33.2, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller Cumulus and one-half by Buyerthe Trust.

Prorations and Adjustments. Except (a) Such items that are customarily prorated in transactions of this nature shall be ratably prorated between Purchaser and Seller as otherwise provided hereinof the Closing Date, all depositsother than those items as to which, reserves and prepaid and deferred income and expenses relating pursuant to the Station Assets or New Lease, Seller is fully responsible and obligated to make direct payment of all amounts due and owing to the Assumed Obligations and arising from the conduct of the business and operations of the Stations appropriate creditors, which items shall be prorated between Buyer and Seller adjusted as at and upon the expiration or earlier termination of the New Lease. For purposes of calculating prorations, Purchaser shall be deemed to be in accordance with generally accepted accounting principles as of 11:59 p.m. on title to the date immediately preceding Project, and therefore entitled to the income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing Dateoccurs. Such All such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations basis of the actual number of days of the year and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration month that shall be made within ninety (90) calendar days have elapsed as of the Closing Date. In the event The amount of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes prorations shall be determined by an independent certified public accountant mutually acceptable adjusted at Closing, as and when complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use their good faith and diligent efforts to make such adjustments no later than thirty (30) days after the Closing. Bills received after Closing that relate to expenses incurred, services performed or other amounts allocable to the parties, and period prior to the fees and expenses of such accountant Closing Date shall be paid one-half by Seller. Any amounts not so paid by Seller and one-half by Buyershall be paid in accordance with the New Lease. The obligations of the parties pursuant to this Paragraph 14 shall survive the Closing.

Prorations and Adjustments. Except as otherwise provided herein, all -------------------------- deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be conclusively determined within thirty (30) days thereafter by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

Prorations and Adjustments. Except as otherwise provided herein, all -------------------------- deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income All revenues and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct Company’s business shall be prorated between Seller and Buyer in accordance with the principle that, except as expressly otherwise set forth in this Agreement or the LMA, (a) Seller shall be entitled to the benefit of all revenues, and shall be responsible for all expenses, relating to the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of Company for the period ending at 11:59 p.m. on the date immediately preceding day prior to the Closing Date. Such prorations , and (b) Buyer shall includebe entitled to the benefit of all revenues, without limitationand be responsible for all expenses, all ad valorem, real estate relating to the business and other property taxes (but excluding taxes arising by reason operations of the transfer Company thereafter. The outstanding debts of the Station Assets as contemplated hereby which Company (if any) at Closing, associated with the Liens identified in Schedule 5.10 hereto (the “Closing Liens”) shall be discharged and paid as set forth in at the Closing, and the funds transferred to Seller pursuant to Section 13.12.2(b) will be reduced by the Payoff Amount (if applicable) pursuant to Section 13.2(a), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3Section, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such prorations and adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-one half by Seller Buyer and one-one half by BuyerSeller.

Prorations and Adjustments. Except as otherwise provided herein(a)The Parties, all depositsacting in good faith, reserves will prepare prior to Closing a calculation of prorations and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations other adjustments, which shall include, without limitation, all ad valoremrent, ground rent, any other income derived by the Owners, Ground Lessors and Ground Lessee from the Property, in each case to the extent actually received by Owners, Ground Lessors and Ground Lessee, debt 26 service for the Existing Loans, property operating expenses, real estate and other property taxes and assessments (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis upon which each applicable Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee is billed by Owner, Ground Lessor or Ground Lessee), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee, Tenant and Third-Party Ground Lessor or Third-Party Ground Lessee reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of taxes assessed for 11:59 P.M. (Eastern Time) on the day preceding the Closing, based upon the actual number of days in the applicable month or year, with . It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a reapportionment, if any, fair and equitable basis as soon as the new tax rate income or invoices or other bills are available and valuation can after final reconciliation with Tenants, Third-Party Ground Lessors or Third-Party Ground Lessee, with final adjustment to be ascertainedmade as soon as reasonably possible after Closing. Except as otherwise provided hereinin the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the Seller and the Purchaser with respect to the pre- and post-sale periods, respectively. Notwithstanding the foregoing, there shall be no proration of property operating expenses, real property taxes and assessments, personal property taxes and assessments to the extent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, as the case may be, in connection with the final adjustment shall be due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-sale period. After taking into account the prorations and adjustments contemplated required by this Section 3.37.5(a), to the extent practicableall cash reserves in any Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner (or any manager under a Management Agreement) bank accounts shall be made on for the Closing Dateaccount of Seller. As to those prorations and adjustments not capable The obligations of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.Purchaser under this Section 7.5(a) shall survive the Closing. (b)

Prorations and Adjustments. Except as otherwise provided herein(a) The Parties, all depositsacting in good faith, reserves will prepare prior to Closing a calculation of prorations and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations other adjustments, which shall include, without limitation, all ad valoremrent and any other income derived by the Owners from the Properties, in each case to the extent actually received by Owners, debt service for the Existing Loan, ground rent payable by the applicable Owners to any Third-Party Ground Lessor, property operating expenses, real estate and other property taxes and assessments (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis upon which each applicable Tenant is billed by an Owner), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant or Third-Party Ground Lessor, Tenant and Third-Party Ground Lessor reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of taxes assessed for 11:59 P.M. (Eastern Time) on the day preceding the Closing, based upon the actual number of days in the applicable month or year, with . It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a reapportionment, if any, fair and equitable basis as soon as the new tax rate income or invoices or other bills are available and valuation can after final reconciliation with Tenants and Third-Party Ground Lessors, with final adjustment to be ascertainedmade as soon as reasonably possible after Closing. Except as otherwise provided hereinin the first sentence of this Section 7.5(a), all expenses due and payable shall be prorated at Closing on an accrual basis by the Seller and the Purchaser with respect to the pre- and post-sale periods, respectively. Notwithstanding the foregoing, there shall be no proration of property operating expenses, real property taxes and assessments, personal property taxes and assessments to the extent such expenses are payable directly by a Tenant or a Third-Party Ground Lessor. Payments either from or to the Seller or the Purchaser, as the case may be, in connection with the final adjustment shall be due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-sale period. After taking into account the prorations and adjustments contemplated required by this Section 3.37.5(a), to the extent practicableall cash reserves in any Owner, General Partner or Holdco Subsidiary bank accounts shall be made on for the Closing Dateaccount of Seller. As to those prorations and adjustments not capable The obligations of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by BuyerPurchaser under this Section 7.5(a) shall survive the Closing.

Prorations and Adjustments. Except Any prepaid expenses and deposits of the Charter Entities shall be prorated as of the Closing and Buyer shall reimburse the Charter Entities for the prorated amount of such prepaid expenses and deposits within thirty (30) days of the Closing. The operation of the Business and all expenses attributable thereto through the close of business on the Closing Date shall be for the account of the Charter Entities and thereafter shall be for the account of Ramsay. Unless specifically provided otherwise provided hereinin this Agreement, expenses such as power and utility charges, property assessments, rents, license fees, dues, subscriptions and other charges, employee obligations, ad valorem or personal property taxes and all deposits, reserves and prepaid and deferred other items of income and expenses expense relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations Business shall be prorated between Buyer the Charter Entities and Seller in accordance with generally accepted accounting principles Ramsay as of 11:59 p.m. on the date immediately preceding the Closing Date. Such All prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on and the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration Purchase Price shall be made within ninety (90) calendar days of adjusted insofar as feasible on the Closing Date. In the event of any disputes between that the parties Charter Entities and Ramsay shall receive bills after the Closing Date for expenses incurred prior to the Closing Date that were not prorated in accordance with this Section 7.11, then the Charter Entities or Ramsay, as the case may be, shall promptly notify the other party as to such adjustments, the amounts not in dispute shall nonetheless be paid at amount of the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable expense subject to the parties, proration and the fees and expenses responsible party shall pay its portion of such accountant shall be expense (or, in the event such expense has been paid one-half by Seller and one-half by Buyeron behalf of the responsible party, reimburse the other party for its portion of such expense).

Prorations and Adjustments. Except as otherwise provided herein(a) Subject to the provisions contained in the TBA, all deposits, reserves and prepaid and deferred income and normal operating expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business Business and operations operation of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall includeStations, including, without limitation, all ad valoremassumed liabilities and prepaid expenses, real estate Taxes, and other property taxes assessments (but excluding taxes Taxes arising by reason of the transfer sale of the Station Purchased Assets as contemplated hereby hereunder, which shall be paid as set forth in Section 13.16.1(e)), business power and license feesutilities charges, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments rents and similar prepaid and deferred items. Real estate taxes items shall be apportioned prorated between the Xxxxxx Entities and Buyer in accordance with generally accepted accounting principles to reflect the principle that the Xxxxxx Entities shall be entitled to all income and be responsible for all expenses arising from the conduct of the Business and operation of the Stations through 11:59 p.m. on the basis Closing Date (the “Adjustment Time”) and Buyer shall be entitled to all income and be responsible for all expenses arising from the conduct of taxes assessed for the preceding yearBusiness and operation of the Stations after the Adjustment Time. Subject to the provisions contained in the TBA, all special assessments and similar charges or liens imposed against the Purchased Assets in respect of any period of time through the Adjustment Time, whether payable in installments or otherwise, shall be the responsibility of the Xxxxxx Entities, and amounts with a reapportionmentrespect to such special assessments, if anycharges or liens in respect of any period of time after the Adjustment Time shall be the responsibility of Buyer, and such charges shall be adjusted as soon as the new tax rate and valuation can be ascertainedrequired hereunder. Except as otherwise provided herein, the The prorations and adjustments contemplated by to be made pursuant to this Section 3.3, 2.11(a) are referred to as the extent practicable, shall be made on the “Closing Date. As Date Adjustments.” Three (3) days prior to those prorations and adjustments not capable of being ascertained on the Closing Date, the Xxxxxx Entities shall estimate all Closing Date Adjustments pursuant to this Section 2.11(a) and shall deliver a statement of their estimates to Buyer (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, the net amount due to the Buyer or the Xxxxxx Entities as a result of the estimated Closing Date Adjustments (excluding any item that is in good faith dispute) shall be applied as an adjustment and proration to the Purchase Price as appropriate. Within sixty (60) days after the Closing, Buyer shall be made within ninety (90) calendar days deliver to the Xxxxxx Entities a statement of any adjustments to Buyer’s estimate of the Closing Date Adjustments, and no later than the close of business on the 20th day after the delivery to the Xxxxxx Entities of Buyer’s statement (the “Payment Date”), Buyer shall pay to the Xxxxxx Entities, or the Xxxxxx Entities shall pay to Buyer, as the case may be, any amount due as a result of the adjustment (or, if there is any good faith dispute, the undisputed amount). In the event that such reduction does not equal the total amount due to Buyer under this Section (or, if there is any good faith dispute, the undisputed amount), the Xxxxxx Entities shall pay the remainder in accordance herewith. Except with respect to items that the Xxxxxx Entities notify Buyer that they object to prior to the close of any disputes between business on the Payment Date, the adjustments set forth in Buyer’s statement shall be final and binding on the parties as to such adjustmentseffective at the close of business on the Payment Date. If the Xxxxxx Entities dispute Buyer’s determinations, the amounts not in dispute parties shall nonetheless be paid at confer with regard to the time provided herein matter and such disputes an appropriate adjustment and payment shall be determined made as agreed upon by an the parties within thirty (30) business days after such agreement (or, if they are unable to resolve the matter, they shall select a recognized firm of independent certified public accountant mutually acceptable accountants agreed to by Buyer and the Xxxxxx Entities (“Accounting Firm”) to resolve the matter, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by the parties, and an appropriate adjustment and payment shall be made based on the fees and expenses resolution by the Accounting Firm within thirty (30) business days after such resolution). If the amount of Taxes that are to be prorated pursuant to this Section 2.11(a) is not known by sixty (60) days after the Closing Date, then the amount of such accountant Taxes shall be paid one-half by Seller estimated as of such date and one-half by once the amount of such Taxes is known, Buyer shall pay to the Xxxxxx Entities, or the Xxxxxx Entities shall pay to Buyer, as the case may be, the net amount due as a result of the actual apportionment of such Taxes.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations operation of the Stations Station shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.110.4), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.31.6, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided in herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

Prorations and Adjustments. Except as otherwise provided herein(a) The Parties, all depositsacting in good faith, reserves will prepare prior to Closing a calculation of prorations and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations other adjustments, which shall include, without limitation, all ad valoremrent, any other income derived by the Owners from the Contributed Property, in each case to the extent actually received by Owners, property operating expenses, real estate and other property taxes and assessments (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis upon which each applicable Tenant is billed by Owner), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Tenant reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of taxes assessed for 11:59 P.M. (Eastern Time) on the day preceding the Closing, based upon the actual number of days in the applicable month or year, with . It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a reapportionment, if any, fair and equitable basis as soon as the new tax rate income or invoices or other bills are available and valuation can after final reconciliation with Tenants, with final adjustment to be ascertainedmade as soon as reasonably possible after Closing. Except as otherwise provided hereinin the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the Seller and the Purchaser with respect to the pre- and post-contribution periods, respectively. Notwithstanding the foregoing, there shall be no proration of property operating expenses, real property taxes and assessments, personal property taxes and assessments to the extent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, as the case may be, in connection with the final adjustment shall be due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-contribution period. After taking into account the prorations and adjustments contemplated required by this Section 3.37.5(a), to the extent practicable, all cash reserves in any Owner or General Partner (or any manager under a Management Agreement) bank accounts shall be made on for the Closing Dateaccount of Seller. As to those prorations and adjustments not capable The obligations of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by BuyerPurchaser under this Section 7.5(a) shall survive the Closing.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations The following items shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles adjusted as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, : (i) general real estate taxes and all other property taxes (levies and charges against the Property for the year of Closing that are accrued but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1)not yet due and payable, business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate such taxes shall be apportioned prorated on the basis of taxes assessed the most recent ascertainable tax bills; (ii) any and all unpaid installments of any assessment levied against the Property, including those that become due and payable after the Closing Date; (iii) all charges for the preceding yearutilities, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicableincluding water charges, shall be made on the Closing Date. As paid by Seller to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the bills received after Closing Date. In the event of any disputes between the parties as that relate to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable expenses incurred or services performed allocable to the parties, and period prior to the fees and expenses date of such accountant Closing shall be paid one-half by Seller post-Closing as and one-half when due; (iv) rent under the Lease, and (v) such other items as are customarily prorated in transaction of the type contemplated in this Agreement. Buyer shall not be liable for any state, county, federal income, excise or sales tax liabilities of Seller. Closing Costs In addition to the foregoing, the parties agree to pay the following costs: Seller shall pay the premiums of standard owner’s title insurance, transfer or sales taxes, Seller recording fees, and any costs required to cure title defects. Buyer shall pay premiums for extended title insurance, requested title endorsements and lender’s title insurance (if applicable), and Buyer recording fees. The Escrow Agent’s fee shall be split equally between the parties. Each party shall pay the fees of its attorneys, accountants and other professionals incurred in negotiating this Agreement, and closing the transaction contemplated by Buyerthis Agreement None of the costs to be paid by the parties in Sections 7(c) and 7 (d) creates an inspection or performance obligation other than strictly for the payment of costs. There may be other costs incurred in addition to those set forth above. Such costs may be required by the lender (if any), law, or other such circumstances.

Prorations and Adjustments. Except Special assessment liens which have been certified and physically commenced (certified liens) as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business Closing shall be paid in full by Seller (and operations discharged such that the Subject Property is free of same) at the Closing. Special assessment liens which have been authorized, but where work has not been commenced and are pending (pending liens) as of the Stations Closing shall be assumed by Purchaser. Real property taxes are to be prorated on a daily basis between Seller and Purchaser as of midnight on the date of the Closing. Real property taxes shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of the then current year's tax, if known. If the Closing shall occur at a date when the then current year's taxes assessed are not fixed, and the current year assessment is available, taxes will be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes will be prorated upon the basis of the taxes for the preceding most recent calendar year; provided, with however, any tax proration based upon an estimate may at the request of either party be promptly readjusted when the current taxes are ascertained, and a reapportionment, if any, as soon as the new tax rate and valuation can statement to that effect is to be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made set forth on the Closing Datestatement. As All insurance (if not short rated by the Purchaser), water and sewer charges and all other apportionable operating costs, revenues, charges and expenses with respect to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration Subject Property shall be made within ninety (90) calendar days prorated on a daily basis as of the Closing Date. Utilities shall be read on the Closing Date and the bills to such date paid by Seller. Seller shall be responsible for all operating expenses for the period prior to Closing. All prepaid deposits for insurance, utilities, etc. shall, at Purchaser's option, either be: (i) refunded to Seller at the Closing; or (ii) transferred to Purchaser in which event the proportionate amount thereof shall be credited to Seller. In the event of any disputes between Purchaser shall elect not to continue the parties as to present insurance coverage on the Subject Property, such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes coverage shall be determined by an independent certified public accountant mutually acceptable to terminated as of the parties, Closing and the fees and expenses of such accountant there shall be paid one-half by Seller and one-half by Buyerno proration of the insurance premium. The provisions of this Paragraph 11 shall survive the Closing.

Prorations and Adjustments. Except as provided in the Time Brokerage Agreement (as defined herein) or as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding transfer taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contractscontracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller Buyer and one-half by BuyerRegent.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Clear Channel Stations and Exchange Party Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding transfer taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contractscontracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.mutually

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be conclusively determined within thirty (30) days thereafter by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyer.

Prorations and Adjustments. Except as otherwise provided herein(a) The Parties, all depositsacting in good faith, reserves will prepare prior to Closing a calculation of prorations and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations other adjustments, which shall include, without limitation, all ad valoremrent, any other income derived by the Owners from the Property, in each case to the extent actually received by Owners, property operating expenses, real estate and other property taxes and assessments (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis upon which each applicable Tenant is billed by Owner), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Tenant reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of taxes assessed for 11:59 P.M. (Eastern Time) on the day preceding the Closing, based upon the actual number of days in the applicable month or year, with . It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a reapportionment, if any, fair and equitable basis as soon as the new tax rate income or invoices or other bills are available and valuation can after final reconciliation with Tenants, with final adjustment to be ascertainedmade as soon as reasonably possible after Closing. Except as otherwise provided hereinin the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the Seller and the Purchaser with respect to the pre- and post-sale periods, respectively. Notwithstanding the foregoing, there shall be no proration of property operating expenses, real property taxes and assessments, personal property taxes and assessments to the extent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, as the case may be, in connection with the final adjustment shall be due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-sale period. After taking into account the prorations and adjustments contemplated required by this Section 3.37.5(a), to the extent practicable, all cash reserves in any Owner or General Partner (or any manager under a Management Agreement) bank accounts shall be made on for the Closing Dateaccount of Seller. As to those prorations and adjustments not capable The obligations of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by BuyerPurchaser under this Section 7.5(a) shall survive the Closing.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Clear Channel Stations and Exchange Party Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding transfer taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contractscontracts, rents, lease payments payments, accrued vacation leave and sick leave for Transferred Employees (defined below) and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, to the extent practicable, shall be made on the Closing Date. As to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller Clear Channel and one-half by BuyerExchange Party. With respect to Clear Channel Trade Agreements, if there exists on the Closing Date an aggregate negative trade balance in excess of $200,000 determined in accordance with GAAP, then such excess will be treated as prepaid time sales and adjusted as a proration in Exchange Party's favor, but there shall be no adjustment for any positive trade balance existing on the Closing Date. With respect to Exchange Party Trade Agreements, if there exists on the Closing Date an aggregate negative trade balance in excess of $100,000 determined in accordance with GAAP, then such excess will be treated as prepaid time sales and adjusted as a proration in Clear Channel's favor, but there shall be no adjustment for any positive trade balance existing on the Closing Date. If both parties have a negative trade balance but neither exceeds the applicable threshold, then (i) if Clear Channel's negative balance exceeds Exchange Party's negative balance by more than $150,000, then such excess shall be adjusted in Exchange Party's favor, and (ii) if Clear Channel's negative balance exceeds Exchange Party's negative balance by less than $50,000 (or does not exceed the Exchange Party's negative balance), then the Exchange Party's negative balance shall be adjusted in Clear Channel's favor.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred (a) All income and normal operating expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business Business and operations operation of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations shall includeStation, including, without limitation, all ad valoremassumed liabilities and prepaid expenses, real estate Taxes and other property taxes assessments (but excluding taxes Taxes arising by reason of the transfer sale of the Station Purchased Assets as contemplated hereby hereunder, which shall be paid as set forth in Section 13.16.1(c)), business annual regulatory fees payable to the FCC, power and license feesutilities charges, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments rents and similar prepaid and deferred items. Real estate taxes items shall be apportioned prorated between the SBS Entities and Buyer in accordance with GAAP to reflect the principle that the SBS Entities shall be entitled to all income and be responsible for all expenses arising from the conduct of the Business and operation of the Station through 11:59 p.m. on the basis Closing Date (the "Adjustment Time") and Buyer shall be entitled to all income and be responsible for all expenses arising from the conduct of taxes assessed for the preceding yearBusiness and operation of the Station after the Adjustment Time. All special assessments and similar charges or liens imposed against the Purchased Assets in respect of any period of time through the Adjustment Time, whether payable in installments or otherwise, shall be the responsibility of the SBS Entities, and amounts with a reapportionmentrespect to such special assessments, if anycharges or liens in respect of any period of time after the Adjustment Time shall be the responsibility of Buyer, and such charges shall be adjusted as soon as the new tax rate and valuation can be ascertainedrequired hereunder. Except as otherwise provided herein, the The prorations and adjustments contemplated by to be made pursuant to this Section 3.3, 2.11(a) are referred to as the extent practicable, shall be made on the "Closing Date. As Date Adjustments." Three (3) business days prior to those prorations and adjustments not capable of being ascertained on the Closing Date, the SBS Entities shall estimate all Closing Date Adjustments pursuant to this Section 2.11(a) and shall deliver a statement of its estimates to the Buyer (which statement shall set forth in reasonable detail the basis for those estimates). At the Closing, the net amount due to the Buyer or the SBS Entities as a result of the estimated Closing Date Adjustments (excluding any item that is in good faith dispute) shall be applied as an adjustment and proration to the Purchase Price as appropriate. Within sixty (60) days after the Closing, Buyer shall be made within ninety (90) calendar days deliver to the SBS Entities a statement of any adjustments to SBS Entities' estimate of the Closing Date Adjustments, and no later than the close of business on the 20th day after the delivery to the SBS Entities of Buyer's statement (the "Payment Date"), Buyer shall pay to the SBS Entities, or the SBS Entities shall pay to Buyer, as the case may be, any amount due as a result of the adjustment (or, if there is any good faith dispute, the undisputed amount), provided that at Buyer's discretion, any amount due Buyer from the SBS Entities under this Section (or, if there is any good faith dispute, the undisputed amount) or any portion thereof may be reduced by any amounts due to the SBS Entities from Buyer under Section 2.12. In the event that such reduction does not equal the total amount due to Buyer under this Section (or, if there is any good faith dispute, the undisputed amount), the SBS Entities shall pay the remainder in accordance herewith. Except with respect to items that the SBS Entities notify Buyer that they object to prior to the close of any disputes between business on the Payment Date, the adjustments set forth in Buyer's statement shall be final and binding on the parties as to such adjustmentseffective at the close of business on the Payment Date. If the SBS Entities dispute Buyer's determinations, the amounts not in dispute parties shall nonetheless be paid at confer with regard to the time provided herein matter and such disputes an appropriate adjustment and payment shall be determined made as agreed upon by an the parties within thirty (30) business days after such agreement (or, if they are unable to resolve the matter, they shall select a recognized firm of independent certified public accountant mutually acceptable accountants agreed to by Buyer and the SBS Entities ("Accounting Firm") to resolve the matter, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by the parties, and an appropriate adjustment and payment shall be made based on the fees and expenses resolution by the Accounting Firm within thirty (30) business days after such resolution). If the amount of Taxes which are to be prorated pursuant to this Section 2.11(a) is not known by sixty (60) days after the Closing Date, then the amount of such accountant Taxes will be estimated as of such date and once the amount of such Taxes is known, Buyer shall be paid one-half by Seller and one-half by promptly pay to the SBS Entities, or the SBS Entities shall promptly pay to Buyer, as the case may be, the net amount due as a result of the actual apportionment of such Taxes.

Prorations and Adjustments. Except as otherwise provided herein(a) The Parties, all depositsacting in good faith, reserves will prepare prior to Closing a calculation of prorations and prepaid and deferred income and expenses relating to the Station Assets or the Assumed Obligations and arising from the conduct of the business and operations of the Stations shall be prorated between Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Date. Such prorations other adjustments, which shall include, without limitation, all ad valoremrent, ground rent, any other income derived by the Owners, Ground Lessors and Ground Lessee from the Property, in each case to the extent actually received by Owners, Ground Lessors and Ground Lessee, debt service for the Existing Loans, property operating expenses, real estate and other property taxes and assessments (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis upon which each applicable Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee is billed by Owner, Ground Lessor or Ground Lessee), personal property taxes and assessments, in all cases to the extent not paid directly by a Tenant, Third-Party Ground Lessor or Third-Party Ground Lessee, Tenant and Third-Party Ground Lessor or Third-Party Ground Lessee reimbursements, and other customary items, which amounts shall be prorated and adjusted between the Parties as of taxes assessed for 11:59 P.M. (Eastern Time) on the day preceding the Closing, based upon the actual number of days in the applicable month or year, with . It is understood and agreed by the Parties that some of the prorations and their adjustments may be based upon good faith estimates. The Parties agree to re-prorate and readjust such items on a reapportionment, if any, fair and equitable basis as soon as the new tax rate income or invoices or other bills are available and valuation can after final reconciliation with Tenants, Third-Party Ground Lessors or Third-Party Ground Lessee, with final adjustment to be ascertainedmade as soon as reasonably possible after Closing. Except as otherwise provided hereinin the first sentence of this Section 7.5(a), all expenses due and payable in calendar year 2018 shall be prorated on an accrual basis by the Seller and the Purchaser with respect to the pre- and post-sale periods, respectively. Notwithstanding the foregoing, there shall be no proration of property operating expenses, real property taxes and assessments, personal property taxes and assessments to the extent such expenses are payable directly by a Tenant. Payments either from or to the Seller or the Purchaser, as the case may be, in connection with the final adjustment shall be due within thirty (30) days after a determination of such final adjustment, and the parties shall document the final prorations. To the extent delinquent rents are received after Closing, such rents shall be applied to current rents due and then to arrearages in the reverse order in which they were due, remitting to the applicable Seller any rent properly allocated to the pre-sale period. After taking into account the prorations and adjustments contemplated required by this Section 3.37.5(a), to the extent practicableall cash reserves in any Owner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or General Partner (or any manager under a Management Agreement) bank accounts shall be made on for the Closing Dateaccount of Seller. As to those prorations and adjustments not capable The obligations of being ascertained on the Closing Date, an adjustment and proration shall be made within ninety (90) calendar days of the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by BuyerPurchaser under this Section 7.5(a) shall survive the Closing.

Prorations and Adjustments. Except as otherwise provided herein, all deposits, reserves and prepaid and deferred All items of income and expenses relating expense which accrue up to the Cut-Off Time and which relate to the Station Assets or shall be for the account of the Estate, and all items of income and expense which accrue from and after the Cut-Off Time and which relate to the Station Assets shall be for the account of Buyer. Trustee shall have the sole and exclusive right to bill xxx collect any receivables accruing up to the Cut-Off Time with respect to the Assumed Obligations Contracts and arising Buyer shall have the sole and exclusive right to bill xxx collect any receivables accruing from and after the conduct of Cut-Off Time with respect to the business and operations of Assumed Contracts. All offsets claimed by any party to the Stations Assumed Contracts shall be prorated between Buyer attributed to the particular time period in respect of which the offset is claimed and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. on the date immediately preceding the Closing Dateno other period. Such prorations shall includeAll other income and expense items (including, without limitation, all ad valoremrents, real estate prepaids (excluding however non-cash prepayments such as prepayments arising from the performance of services), deposits, utility charges, commissions, and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which payables) shall be paid as set forth in Section 13.1), business prorated at the Closing and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned on the basis of taxes assessed for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, an adjustment to the extent practicable, Purchase Price. All such prorations shall be made on the Closing Date. As to those prorations and adjustments not capable basis of being ascertained on the actual number of days elapsed as of the Closing DateDate and shall be based upon a 365 day year. The amount of such prorations shall be subject to adjustment, an adjustment in cash, after the Closing as and proration when complete and accurate information becomes available. Trustee and Buyer agree to cooperate in obtaining such information and all such adjustments shall be made within ninety (90) calendar no later than 60 days of after the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by BuyerClosing.

Prorations and Adjustments. Except as otherwise provided herein, Seller shall be entitled to all deposits, reserves and prepaid and deferred income and expenses relating MRI generated under the Contracts for the period prior to the Station Assets Closing; Buyer shall be entitled to all MRI generated under the Contracts accruing thereafter; provided, however, notwithstanding anything contained in this Agreement to the contrary with respect to prorations, Seller shall not be entitled to a credit for accrued but uncollected MRI, provided that if and to the extent such amounts are collected by Buyer following the date of closing ("Adjustment Date"), such sums forthwith shall be tendered to Seller (if Buyer receives such sums in the forms of checks such checks may be endorsed by Buyer from and after the Closing). All monies received by Buyer from customers under the Contracts shall first be applied to obligations incurred from and after the Closing. In the event the Seller is obligated to pay ad valorem personal property taxes or intangible personal property taxes with respect to the Assumed Obligations and arising from the conduct of the business and operations of the Stations purchased Assets, same shall be prorated between Seller and Buyer and Seller in accordance with generally accepted accounting principles as of 11:59 p.m. midnight on the date immediately preceding the Closing Dateof Closing. Such prorations shall include, without limitation, all ad valorem, real estate and other property taxes (but excluding taxes arising by reason of the transfer of the Station Assets as contemplated hereby which shall be paid as set forth in Section 13.1), business and license fees, music and other license fees (including any retroactive adjustments thereof), utility expenses, amounts due or to become due under Station Contracts, rents, lease payments and similar prepaid and deferred items. Real estate taxes shall be apportioned prorated on the basis of the current year's tax, if known. If the Closing shall occur before the amount of current taxes assessed can be determined, such taxes shall be prorated upon the basis of the taxes for the preceding year, with a reapportionment, if any, as soon as the new tax rate and valuation can be ascertained. Except as otherwise provided herein, the prorations and adjustments contemplated by this Section 3.3, most recent fiscal year applied to the extent practicable, latest assessed valuation and shall be made on promptly reprorated after receipt of the Closing Datecurrent year's tax statement. As Payment required by either party to those prorations and adjustments not capable of being ascertained on the Closing Date, an adjustment and proration other shall be made within ninety fifteen (9015) calendar days days' notice by either party to the other when the current taxes are ascertained, and a statement to the effect of the foregoing is to be set forth on the Closing Date. In the event of any disputes between the parties as to such adjustments, the amounts not in dispute shall nonetheless be paid at the time provided herein and such disputes shall be determined by an independent certified public accountant mutually acceptable to the parties, and the fees and expenses of such accountant shall be paid one-half by Seller and one-half by Buyerstatements.