Common use of Prorations Clause in Contracts

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following Seller shall pay (i) unpaid assessments by Condominium and Homeowner’s Associations which accrued or came due prior to Close of Escrow subject to any limitations on Seller’s liability for such assessments under applicable law, (ii) property taxes and periodic assessments secured by the Property which accrued prior to Close of Escrow, and (iii) utility or municipal liens secured by the Property which accrued prior to Close of Escrow. Seller shall notify Buyer in the event a Condominium or Homeowner’s Association demands an amount which exceeds Seller’s liability to such Association under applicable law. No later than (3) business days after Seller delivers such notice to Buyer, Buyer shall elect to (i) terminate the Agreement and receive a refund of the ▇▇▇▇▇▇▇ Money Deposit as Buyer’s sole and absolute remedy or (ii) proceed with the transaction and assume full responsibility for payment of any Association demand to the extent such demand exceeds Seller’s liability to the Association under applicable law. NO OTHER PRORATIONS ARE CONTEMPLATED UNDER THIS AGREEMENT, AND BUYER SHALL BE SOLELY RESPONSIBLE FOR ALL EXPENSES SET FORTH IN (C) BELOW. ANY SUCH AMOUNTS WHICH BY LAW ARE TO BE PAID BY SELLER SHALL BE REIMBURSED TO SELLER BY BUYER AT/OR PRIOR TO CLOSE OF ESCROW. If the regular common interest community, unit owner’s homeowner’s or condominium association dues, fees or assessments were paid prior to the Close of Escrow for a period of time subsequent to such date, then Buyer shall pay to Seller that portion of the dues, fees, and/or assessment attributable to the period of time after the Close of Escrow. Insurance premiums will not be prorated between Buyer prorated. Seller cannot endorse or assign existing insurance policies (if any) to Buyer, and Seller may cancel any existing insurance on the Property as of 11:59 p.m. local time the Close of Escrow. Rent and other income under leases of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during Property for the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder occurs shall not be concerned with any prorations that are to prorated and shall be made after the Closing pursuant to this Agreementproperty of and retained by Seller.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the "Proration Time"), the following (collectively, the "Proration Items"): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Security Deposits and any prepaid rents, together with interest required to be paid thereon. (iii) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, on and a per diem adjustment shall be made for the basis of days between the actual number of days elapsed during the month in which meter reading date and the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be Date based on the most recent official tax bills or notice of valuation available meter reading. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the fiscal year in which calendar year. If the Closing occursDate shall occur before the tax rate is fixed, with due allowance the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be made higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Seller will be charged and credited for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion amounts of all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingProration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser prior to the Closing Date (the "Closing Statement"). The Closing Statement, then Buyer and Seller once agreed upon, shall adjust the actual Taxes between Buyer be signed by Purchaser and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income The proration shall be paid at Closing by Purchaser to Seller within ten (10if the prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be concerned assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any prorations that are deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be made paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "Rental" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is delinquent when it was due prior to the Closing pursuant Date, and payment thereof has not been made on or before the Proration Time ("Delinquent Rental"). Delinquent Rental will not be prorated at Closing. Purchaser agrees to this Agreementinclude any Delinquent Rentals in its usual billing for up to six (6) months after Closing, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to declare a default under any Lease or pursue legal action or incur any costs or expenses to enforce collection of any such amounts owed to Seller by any Tenant. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services will be applied first to current amounts owed by such Tenant to Purchaser and then to Delinquent Rental owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. (a) The following prorations relating to the Purchased Assets shall be prorated between Buyer made: (i) Except as provided in Section 2.3(a)(v) and Seller as Section 2.3(a)(vi), in the case of 11:59 p.m. local time Taxes with respect to a Straddle Period, for purposes of Retained Liabilities, the day immediately preceding portion of any such Tax that is allocable to Sellers with respect to any Purchased Asset shall be: (A) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than Transfer Taxes, equal to the amount that would be payable if the taxable period ended on the Closing Date; and (B) in the case of Taxes imposed on a periodic basis, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the basis amount of such Taxes for the actual immediately preceding period), multiplied by a fraction, the numerator of which is the number of days elapsed during in the month in which period ending on the Closing occurs: general Date and special county and city real property taxes and special assessments the denominator of which is the number of days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (collectivelyincluding net worth or long-term debt) or intangibles, "Taxes"any amount thereof required to be allocated under this clause (i) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions computed by reference to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion level of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Seller, and Buyer shall receive all rents Seller Group member, or Seller Subsidiary. (ii) All charges for water, wastewater treatment, sewers, electricity, fuel, gas, telephone, garbage and other income accruing, and shall pay all other expenses accrued or incurred, in connection with utilities relating to the ownership or operation of Transferred Real Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other incomeClosing Date, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, with Sellers being liable to the extent such rents or other income items relate to the period ending on or before Pre-Closing Tax Period, and Purchaser being liable to the Closingextent such items relate to the Post-Closing Tax Period. (b) If any of the foregoing proration amounts cannot be determined as of the Closing Date due to final invoices not being issued as of the Closing Date, Purchasers and Sellers shall prorate such rents or items as and when the actual invoices are issued to the appropriate Party. The Party owing amounts to the other income by means of such prorations shall be paid to Seller pay the same within ten thirty (1030) days after end delivery of a written request by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementpaying Party.

Prorations. The following All items of income and expense shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the "Proration Date") in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of (A) all rents and (B) all expense contributions, real estate tax contributions, and other reimbursements from tenants ("Tenant Contributions") received by Seller and attributable to any month commencing after the Closing Date and (ii) all unapplied cash security deposits held by Seller and which were made by tenants under all leases of the Real Property in effect as of the Closing Date, and (iii) all unfunded tenant allowances and other payments (including leasing commissions for leases listed on Schedule 6) to be made by Seller and the cost of all construction or tenant improvement work to be done by Seller under all of the Leases and those proposed leases listed on Schedule 6 (whether or not such leases have been entered into as of the Closing Date), except to the extent set forth (x) specifically listed on Schedule 4; or (y) in the Proposals approved by Purchaser or deemed approved by Purchaser as provided in subsection 15(b) hereof. 5.2 All rents and Tenant Contributions and other income from the Property for the month of Closing shall be prorated between Buyer Purchaser and Seller as based upon their respective days of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the ownership for such month in which the Closing occurs. Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Proration Date. At the time of the final calculation and collection from tenants of Tenant Contributions for 1997, whether in the nature of a reconciliation payment or full payment, in arrears, there shall be a reproration between Purchaser and Seller as to the Tenant Contributions. Such reproration shall not be made on the basis of a per diem method of allocation, but shall instead be apportioned between Seller and Purchaser on the basis of the relative share of actual expenses in question incurred and paid by Seller and Purchaser during the lease year in question. Seller covenants to provide Purchaser with any information necessary to finalize such calculation. Purchaser covenants to ▇▇▇▇ tenants for amounts due from tenants attributable to periods prior to closing and diligently pursue collections from tenants and, as collected, to timely deliver to Seller reproration amounts due Seller. 5.3 Percentage rent shall be prorated between Purchaser and Seller by utilizing the percentage rent payable for such lease year based upon the actual days of ownership of the Property during such tenant's lease year. There shall be no adjustment for percentage rent payments for a particular tenant until after the receipt of any percentage rent payments made by such tenant. 5.4 Any amounts received from tenants after Closing shall be applied on a tenant by tenant basis in the following order: general and special county and city real property taxes and special assessments (collectivelyi) first on account of any amount currently due Purchaser from such tenant(s); (ii) next, "Taxes"on account of any amount due Seller from such tenant(s) for the tax period up to and including the Proration Date and (iii) finally, any balance then in effect remaining to Purchaser. Seller retains the right to ▇▇▇ tenants after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting a tenant's rights of possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such delinquent rents have not been collected by Purchaser and insurance premiums paid to Seller within six (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes 6) months after the Closing Date. 5.5 Operating expenses, including, without limitation, permits, licenses, membership dues, and any other prepaid expenses, shall be prorated between Purchaser and Seller on an accrual basis based on upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates, subject to reproration when the actual amounts are known. 5.6 Real estate taxes shall be prorated between Seller and Purchaser based upon the actual days of ownership of the parties for the year in which Closing occurs utilizing the most recent official ascertainable tax bills or notice ▇▇▇▇(s). Seller and Purchaser agree to reprorate said real estate taxes upon Purchaser's receipt of valuation available the actual tax ▇▇▇▇ for the fiscal tax year in which question, if any. Seller reserves the Closing occursright to meet with governmental officials and to contest any reassessment governing or affecting Seller's obligations under this Section, with due allowance to Purchaser's prior written approval, which will not be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and unreasonably withheld. Seller shall adjust the actual Taxes between Buyer and Seller, outside retain all rights with respect to any refund of Escrow, as soon as reasonably possible following the Closing. In addition taxes applicable to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before any period prior to the Closing Date, and Buyer shall receive all rents and other income accruingsubject to the rights of tenants. 5.7 Except for utilities billed directly to Tenants, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses utilities shall be prorated as of the ClosingProration Date based upon either meter readings on the Proration Date or the prior month's actual invoices. Rents and other income, if any, collected by Buyer after Seller shall be credited with any unapplied utility deposit in effect as of the Closing Date to the extent such deposit is assignable and actually paid to Purchaser. 5.8 Purchaser shall be applied first to any amounts due to Buyer responsible for and thenpay for all costs in connection with (i) Proposals listed on Schedule 4 attached hereto, to the extent such rents amounts are identified on Schedule 4, and (ii) any Proposal which Purchaser approved, or other income relate is deemed to have approved as provided in Section 15(b) herein to the period ending on or before the Closing, extent such rents or other income amounts are identified in such Proposals; provided that no commissions shall be paid to Seller HCMC or any of its affiliates. 5.9 All insurance policies and property management agreements shall be terminated as of the Closing Date and there shall be no proration with respect to these items. 5.10 Purchaser shall be credited with the contractor's security deposits listed on Schedule 1 to the General Assignment attached as Exhibit I. In the event any prorations or computations made under this Section are based on estimates or prove to be incorrect, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the party from whom it is entitled to such adjustment within ten (10) one hundred and twenty days after the end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing current calendar year or, at Seller's optionin the case of percentage rent adjustments, credited to Buyer against from the cash portion end of the Purchase Price at the Closingapplicable lease year. Escrow Holder Purchaser shall not be concerned with indemnify and hold Seller harmless from and against any prorations that are to be made after the Closing and all claims for which Purchaser received credits pursuant to this AgreementSection 5. The indemnity set forth in the immediately preceding sentence and the covenants contained in this Section 5 shall survive Closing.

Prorations. The following All income and expenses in connection with the operation of the Property shall be prorated between Buyer and Seller apportioned, as of 11:59 p.m. local time of (Eastern time) on the day immediately prior to the Closing Date, (the “Cut Off Time”) as if Purchaser were vested with title to the Property during the entire Closing Date, such that, except as otherwise expressly provided to the contrary in this Agreement, Seller shall have the benefit of income and the burden of expenses for the day preceding the Closing DateDate (including, without limitation, any deferred rent received after Closing which relates to a period prior Closing) and the Purchaser shall have the benefit of income and the burden of expenses for the Closing Date and thereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Property provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses and the tenants or subtenants are current with respect to such direct payment obligations, such expenses shall not be apportioned as between Seller and Purchaser): (a) Property taxes (which for all purposes under this Article XI, shall include personal property taxes) as more particularly set forth below and in Section 11.3(b); (b) Rents as and when collected including base rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (c) Water, sewer, gas, electric, vault and fuel charges, if any; (d) Operating expenses for the Property including sums due or already paid pursuant to any Service Agreements; (e) Amounts paid pursuant to all transferable licenses and permits, on the basis of the actual number of days elapsed during the month in fiscal year for which the Closing occurs: general and special county and city real property taxes and special assessments levied; (collectively, "Taxes"f) Assessments but only for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available annual installment for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property ; (or any portion of the Propertyg) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller Purchaser shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer a credit against the cash portion of the Purchase Price at Closing for the Closingamount of the termination fee paid by the tenants listed on Exhibit U (including the amount of such termination payments) in connection with Lease modification or termination agreements executed by such tenants; and (h) Any other operating expenses or other items pertaining to the Property which are customarily prorated between a purchaser and a seller in comparable commercial transactions in the area in which the Property is located. Escrow Holder The provisions of this Section 11.2 shall not be concerned with any prorations that are to be made after survive the Closing pursuant to this Agreementand the delivery of the Deed.

Prorations. The following items shall be prorated between Buyer the Seller and Seller the Purchaser as of 11:59 p.m. local time of the day immediately preceding the Closing Date; such prorations favoring the Purchaser - 14 - shall reduce the Purchase Price payable by the Purchaser at the Closing, and such prorations favoring the Seller shall increase the Purchase Price payable by the Purchaser at Closing: 9.4.1. Rents. Rents, additional rents, charges for taxes and insurance premiums or for escalations thereof, if any, property operating expense contributions, revenues from vending machines and washers and dryers, swimming pool fees and other income of the Property (other than any unapplied security and other deposits) collected by the Seller from each tenant under a Lease. Any rent and other income collected by either the Seller or the Purchaser during the month of the Closing shall be applied first against the rent and other income due for such month under the respective Lease. The Seller may, at the Seller's sole cost and expense, pursue any claims under any of the Leases and file lawsuits for past due rent or other charges, but the Seller may not exercise any rights or remedies to terminate any Lease or to dispossess any tenant thereunder. The Purchaser agrees, however, that if (i) any tenant is in arrears on the basis Closing Date in the payment of rent or other charges under its Lease as shown on the updated Rent Roll delivered at the Closing and (ii) at the time of the actual number Purchaser's receipt of days elapsed during any rental or other payment from such tenant after the end of the month in which the Closing occurs: general , such tenant is, or after application of a portion of such payment will be, current under its Lease in the payment of all accrued rental and special county other charges that do not become due and city real property taxes and special assessments (collectively, "Taxes") for payable until the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which month after the Closing occurs, with due allowance to be made for Date or thereafter and in the maximum available discount or payment of any other exemptions obligations of such tenant to the extent permissible for said yearPurchaser, then the Purchaser shall refund to the Seller, out of and to the extent of the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period such payment remaining after the Closing, then Buyer Purchaser deducts therefrom any and Seller shall adjust the actual Taxes between Buyer all sums due and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition owing to the foregoing apportionments, Seller shall receive all rents it from such tenant from and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all an amount up to the full amount of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after any arrearage existing on the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following shall be prorated between Buyer and Seller as (a) As of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the each Subsequent Closing Date, the Distribution Center Closing Date and Buyer shall receive each Acquired Regional Office Closing Date (as applicable), all rents and other income accruingitems set forth on Section 2.6 of the Company Disclosure Schedules, and shall pay all other expenses accrued or incurreditems for which proration is necessary, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing, such Subsequent Closing or Distribution Center Closing (collectively, the “Prorated Charges”). Rents On a monthly basis, the Company shall calculate the applicable Prorated Charges and other incomedeliver a notice of payment due to the Buyer within fifteen (15) Business Days of the end of each month with respect to the applicable Closing, Subsequent Closings and/or Distribution Center Closing that occurred during such month. Purchaser Sub shall pay to the Company the amount set forth on such notice of payment within five (5) Business Days of receipt of such notice of payment. Whenever possible, such prorations shall be based on actual, current payments by the Company or its Affiliates and to the extent such actual amounts are not available, such prorations shall be estimated as of the Closing, such Subsequent Closing and Distribution Center Closing (as applicable) based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by Purchaser Sub and the Company, and Purchaser Sub or the Company, as the case may be, promptly (but not later than ten (10) Business Days after notice of payment due) shall make any additional payment or refund so that the correct prorated amount is paid by each of Purchaser Sub and the Company. (b) Percentage rent payable under each Acquired Lease and lease for each Acquired Regional Office, to the extent applicable, shall be prorated at the end of the current lease year for each Acquired Lease in accordance with the terms of the applicable Acquired Lease, and otherwise the percentage rent payable, if any, collected shall be paid by Buyer Purchaser Sub when due and the Company shall promptly reimburse Purchaser Sub a portion thereof determined by, in the case of an Acquired Lease with respect to an Acquired Store, multiplying (A) a fraction, the numerator of which is the amount of the Company’s or its Affiliates’ gross annual sales at such Acquired Store from the first day of such lease year to (and excluding) the Closing Date or the applicable Subsequent Closing Date (as applicable), and the denominator of which is the sum of Purchaser Sub’s and its Affiliates’ and the Company’s and its Affiliates’ gross annual sales at such Acquired Store for the entire lease year, times (B) the amount of percentage rent actually due under the Acquired Lease for such Acquired Store. The Company, upon the request of Purchaser Sub, shall promptly provide Purchaser Sub with such information as Purchaser Sub shall be required to submit to landlords under the Acquired Leases in connection with the payment of percentage rent with respect to the Acquired Stores. (c) Purchaser Sub and the Company shall cooperate in good faith to resolve any dispute with respect to prorations. In the event Purchaser Sub and the Company are unable to resolve such dispute within twenty (20) Business Days after the Closing date such dispute arose, Purchaser Sub and the Company shall submit the items remaining for resolution in writing, together with such written evidence as Purchaser Sub or the Company may elect to include, to an Independent Accounting Firm. The Independent Accounting Firm shall, within twenty (20) Business Days of such submission, resolve any differences between Purchaser Sub and the Company and such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the Parties. The costs, fees and expenses of the Independent Accounting Firm shall be applied first to any amounts due to Buyer borne equally by Purchaser Sub and then, the Company. (d) Notwithstanding anything to the extent such rents or other income relate contrary in this Agreement, including this Section 2.6, all real property, personal property and similar ad valorem Taxes, if any, levied with respect to the Purchased Assets with respect to a taxable period ending beginning on or before the ClosingClosing Date and ending after the Closing Date (collectively, such rents or other income the “Apportioned Taxes”) shall be paid apportioned between the Company and Parent based on the number of days of such taxable period before and including the Closing Date (such portion of such taxable period, the “Pre-Closing Tax Period”) and the number of days of such taxable period after the Closing Date (such portion of such taxable period, the “Post-Closing Tax Period”). The Company shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to Seller the Pre-Closing Tax Period and such amount shall be an Excluded Liability, and Parent and Purchaser Sub shall be responsible for the proportionate amount of such Apportioned Taxes that is attributable to the Post-Closing Tax Period and such amount shall be an Assumed Liability. Any Apportioned Taxes shall be timely paid, and all applicable Tax Returns shall be timely filed, as provided by applicable Law. The paying Party (including through the use of any prepayment or credit or carryforward) shall be entitled to reimbursement from the non-paying Party for the non-paying Party’s portion of the Apportioned Taxes in accordance with this Section 2.6(d). Upon payment (or use of a prepayment or credit or carryforward) of any such Apportioned Taxes, the paying Party shall present a statement to the non-paying Party setting forth the amount of reimbursement to which the paying Party is entitled under this Section 2.6(d), together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying Party shall make such reimbursement by wire transfer in immediately available funds within ten (10) days after end Business Days of receipt of such statement to an account designated by the paying Party. The provisions of this Section 2.6(d) shall survive the Closing Date until the expiration of the month in which statute of limitations applicable to any such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementApportioned Tax.

Prorations. The following 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; incentive fees paid pursuant to any laundry contract; provided, however, such fee shall only be prorated if actually received by Seller and only to the extent any fee was not used to improve the laundry facilities at the Property; real and personal property taxes and other similar items shall be prorated between Buyer and Seller adjusted ratably as of 11:59 p.m. local time of the day immediately preceding on the Closing Date, and credited to the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the actual number of days elapsed during the month most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in which Paragraph 12.2 below. 12.2. All basic rent paid following the Closing occurs: general Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and special county and city real property taxes and special assessments (collectively, "Taxes") for including the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Closing Date shall be based on the most recent official tax bills or notice deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of valuation available for the fiscal year in which the a Post-Closing occursReceipt, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all other expenses accrued or incurredamounts which, in connection with the ownership or operation of Property before the upon collection, would constitute Post-Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or Receipts hereunder. Within 120 days after the Closing Date, all Purchaser shall deliver to Seller a reconciliation statement of which rents, other income and expenses shall be prorated as of Post-Closing Receipts through the Closing. Rents and other income, if any, collected by Buyer first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid deliver to Seller within ten (10) days after end any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the month in which such amounts were collected. Buyer Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall incur no obligation pay to Seller for Buyersaid additional Post-Closing Receipts and the cost of performing Seller's failure to collect such rentals or other incomeaudit. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Paragraph 12.2 of this Agreement shall be delivered by certified funds to Buyer at survive the Closing or, at Seller's option, credited to Buyer against and the cash portion delivery and recording of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementdeed.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding (a) On the Closing DateDate all rent, common area charges, utility charges, real estate taxes, sales taxes on rent and other obligations under the basis of the actual number of days elapsed during the month in which Leases transferred at the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingEffective Time (collectively, the “Prorated Charges”). Rents Whenever possible, such prorations shall be based on actual, current payments by the Sellers or their Affiliates and other incometo the extent such actual amounts are not available, such prorations shall be estimated as of the Effective Time based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by Buyer and the Sellers, and Buyer or the Sellers, as the case may be, promptly (but not later than 10 Business Days after notice of payment due and delivery of reasonable supporting documentation with respect to such amounts) shall make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and the Sellers. (b) Percentage rent payable under each Lease shall be prorated at the end of the current lease year for each Lease, and the percentage rent payable, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten by Buyer when due and the Sellers shall promptly reimburse Buyer a portion thereof determined by multiplying (10A) days after end a fraction, the numerator of which is the amount of the month in Sellers’ or their Affiliates’ gross annual sales at such Store from the first day of such lease year to (and excluding) the Closing Date, and the denominator of which is the sum of Buyer’s and its Affiliates’ and the Sellers’ and their Affiliates’ gross annual sales at such amounts were collectedStore for the entire lease year, times (B) the amount of percentage rent actually due under the Lease for such Store. The Sellers, upon the request of Buyer, shall promptly provide Buyer with such information as Buyer shall incur no obligation be required to Seller submit to landlords under the Leases in connection with the payment of percentage rent with respect to the Stores. (c) Buyer and the Sellers shall cooperate in good faith to resolve any dispute with respect to prorations. In the event Buyer and the Sellers are unable to resolve such dispute within 20 Business Days after the date such dispute arose, Buyer and the Sellers shall submit the items remaining for Buyer's failure resolution in writing, together with such written evidence as Buyer or the Sellers may elect to collect include, to an Independent Accounting Firm. The Independent Accounting Firm shall, within 20 Business Days of such rentals or other incomesubmission, resolve any differences between Buyer and the Sellers and such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the parties. All security The costs, fees and any other refundable deposits paid by tenants to Seller pursuant to tenant leases expenses of the Independent Accounting Firm shall be delivered borne equally by certified funds to Buyer at and New Diamond. For purposes of this Agreement the Closing or, at Seller's option, credited to “Independent Accounting Firm” means a nationally recognized accounting firm agreed upon by Buyer against and the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementSellers.

Prorations. The following Purchase Price for the Properties shall be prorated between Buyer subject to prorations and Seller credits as follows to be determined as of 11:59 p.m. local time 12:01 a.m. on the Closing Date: 1. Rents Payable Under Tenant Leases. Any portion of any rents collected subsequent to the day immediately preceding Closing Date and properly allocable to periods prior to the Closing Date, on net of Purchaser's third-party costs of collection, if any, shall be paid, promptly after receipt, to the basis Seller, but subject to all of the actual number provisions of days elapsed during this Section; and any portion thereof properly allocable to periods subsequent to the month Closing Date, if any, shall be paid to Purchaser. Any amount collected from a tenant shall first be applied to such tenant's current monthly rental and then to past due amounts in the reverse order in which they were due. Any advance rental payments or deposits paid by tenants prior to the Closing occurs: general Date and special county and city real property taxes and special assessments (collectively, "Taxes") for applicable to the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration periods of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which time subsequent to the Closing occurs, with due allowance to be made for the maximum available discount Date and any security deposits or other exemptions amounts paid by tenants, together with any interest on both thereof to the extent permissible such interest is due to tenants, shall be credited to Purchaser on the Closing Date. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants until said yearsums are paid. 2. Motel Room, Restaurant and Bar Revenues. Purchaser shall be entitled to all food service, bar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, Motel banquet and conference facility operations, and all other revenue of any kind attributable to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to same for the period before on and after 12:01 a.m. on the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the ClosingDate. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and Purchaser shall pay over to Seller all other expenses accrued or incurred, collections of accounts receivable in connection with the ownership Properties which have accrued as of Closing (the "Closing Accounts Receivable"). By no later than sixty (60) days after Closing, Purchaser shall pay to Seller an amount equal to the remaining Closing Accounts Receivable, minus those uncollectible Closing Accounts Receivable as agreed upon by Purchaser and Seller. Seller shall deliver to Purchaser or operation of Property before provide Purchaser a credit against the Purchase Price for the Properties in an amount equal to all guest reservation deposits held by the Motels for Motel guests arriving or staying after check-out time for the Motel on the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation . All collections of Property on or Motel receivables from any party after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts receivables due from such party which have accrued prior to Buyer Closing and then, second to the extent receivables due from such rents or other income relate to the period ending on or before the party which have accrued after Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. (a) The following prorations relating to the Purchased Assets shall be prorated between Buyer made: (i) Except as provided in Section 2.3(a)(v) and Seller as Section 2.3(a)(vi), in the case of 11:59 p.m. local time Taxes with respect to a Straddle Period, for purposes of Retained Liabilities, the day immediately preceding portion of any such Tax that is allocable to Sellers with respect to any Purchased Asset (including, for the avoidance of doubt, with respect to any Purchased Subsidiary) shall be: (A) in the case of Taxes that are either (1) based upon or related to income or receipts, or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than Transfer Taxes, equal to the amount that would be payable if the taxable period ended on the Closing Date; and (B) in the case of Taxes imposed on a periodic basis, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the basis amount of such Taxes for the actual immediately preceding period), multiplied by a fraction, the numerator of which is the number of days elapsed during in the month in which period ending on the Closing occurs: general Date and special county and city real property taxes and special assessments the denominator of which is the number of days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (collectivelyincluding net worth or long-term debt) or intangibles, "Taxes"any amount thereof required to be allocated under this clause (i) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions computed by reference to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion level of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Seller, and Buyer shall receive all rents Seller Group member, or Seller Subsidiary. (ii) All charges for water, wastewater treatment, sewers, electricity, fuel, gas, telephone, garbage and other income accruing, and shall pay all other expenses accrued or incurred, in connection with utilities relating to the ownership or operation of Transferred Real Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other incomeClosing Date, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, with Sellers being liable to the extent such rents or other income items relate to the period ending on or before Pre-Closing Tax Period, and Purchaser being liable to the Closingextent such items relate to the Post-Closing Tax Period. (b) If any of the foregoing proration amounts cannot be determined as of the Closing Date due to final invoices not being issued as of the Closing Date, Purchasers and Sellers shall prorate such rents or items as and when the actual invoices are issued to the appropriate Party. The Party owing amounts to the other income by means of such prorations shall be paid to Seller pay the same within ten thirty (1030) days after end delivery of a written request by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementpaying Party.

Prorations. The following (a) Rents, assessments and real and personal property taxes, operating income and expenses (including without limitation, utilities) and, to the extent provided in Section 16(c)(iii) license fees, associated with the operation of the Assets, and current installments of any LID assessments which are included in the Permitted Exceptions shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Closing Date based upon actual days involved. Real and personal property taxes and operating expenses shall be prorated on the basis of the day immediately preceding best information available as of Closing. If after Closing real or personal property taxes or other operating expenses or income are determined to be different from those apportioned at Closing, then the parties shall, within thirty (30) days of such determination, promptly adjust the prorated amount to actual by payment from the party who paid too little or received too much of a credit at Closing. If the Real Property is revalued as a result of the sale transaction, there shall be no additional proration of real and personal taxes as a result of the sale transaction; (b) all expenses, other than the payroll and employee benefits covered in Section 19 of this Agreement, related to the ownership or operation of the Assets (including but not limited to the obligations under the Contracts assumed by Buyer), shall be prorated as of the Closing Date with Seller responsible therefor for the period prior to the Closing Date and with Buyer responsible therefor for the period from and after the Closing Date; (c) if applicable, Buyer shall pay any filing fees and other costs associated with Seller’s or Buyer’s compliance with the Antitrust Improvements Act of 1976 (the “HSR Act”) as the same relates to the transaction provided for herein or in the Related Agreements; and (d) All prorations shall be made on the basis of the actual number of days of the year and month which have elapsed during the month in which as of the Closing occurs: general Date. The amount of proration shall be adjusted in cash after the Closing, as and special county when complete and city real property taxes accurate information becomes available. Seller and special assessments Buyer shall cooperate in making post-Closing adjustments to prorations other than those described in Section 16(b) above, within thirty (collectively30) days following Closing and, "Taxes"if and to the extent possible, it shall make adjustments with respect to the prorations described in Section 16(b) within ninety (90) days following Closing; and (e) Buyer and Seller agree that the following shall not be subject to proration at Closing: (i) no provision is made for the tax period then proration of water charges, sewer, electricity, fuel charges, utility charges, refuse, solid waste disposal charges, telephone, gas or other utility charges as Seller shall terminate its account with the providers of all such services as of the Closing Date and Buyer shall, prior to the Closing Date, make application to the providers of such services for the continuation of such services in effect the name of Buyer. It is anticipated that in connection with all such services the meters will be read on or about the Closing Date and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes the Seller shall be based responsible for paying the bills for such services accruing on and prior to the most recent official tax bills or notice of valuation available Closing Date and Buyer shall be responsible for the fiscal payment of all such charges accruing after the Closing Date; (ii) no provision has been made for the proration of premiums for any insurance policies relating to the Property whether for liability, fire, theft, damage or other casualty, and Seller shall terminate such policies as of the date of Closing. Buyer shall be responsible for obtaining as of the date of Closing all insurance necessary to insure Buyer for liability, theft, fire, and casualty; and (iii) no provision has been made for the proration of any license fees paid by Seller for the year in which the Closing occurs, with due allowance to be made for occurs unless Buyer obtains the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or benefit of any portion such license fees as part of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurredits licensure application process, in connection with which case the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses same shall be prorated as of at closing based on the Closing. Rents and other income, if any, collected benefit derived by Buyer after each party from the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits fees so paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. (a) All items that affect the Business or the Purchased Assets and that relate, in whole or in part, to periods on or prior to the effective time of the Closing, will be apportioned as of the Closing Date (the “Proration Items”), and representatives of Seller and Buyer will, if practicable, examine all relevant books and records as of the Closing Date in order to make the determination of such apportionments. The following shall net amount of all Proration Items will be prorated between settled and paid on the Closing Date to the extent practicable, or as soon thereafter as is reasonably possible. In the event that the amount of any of the Proration Items is not known by Seller and Buyer at the Closing, the proration will be made based upon the amount of the most recent cost of such Proration Item to Seller. After Closing, Buyer and Seller as each will provide to the other prompt written notice of 11:59 p.m. local time of each invoice relating to any Proration Item so estimated. Within ten days thereafter, Buyer and Seller will make any payment to the day immediately preceding other that is necessary to compensate for any difference between the proration made at the Closing Date, on and the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be correct proration based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and invoice. Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first will each fully cooperate to any amounts due to Buyer and thenavoid, to the extent such rents legally possible, the payment of duplicate personal property taxes, and each will furnish, at the request of the other, proof of payment of any personal property taxes or other income relate documentation that is a prerequisite to avoiding payment of a duplicate tax. (b) If either Buyer or Seller (a “Payor”) pays a Proration Item for which the other (a “Payee”) is obligated in whole or in part under this Section 7.6, the Payor will present to the period ending on Payee evidence of payment and a statement setting forth the Payee’s proportionate share of such Proration Item, and the Payee will promptly pay its share to the Payor. In the event either Buyer or before Seller (as applicable, a “Recipient”) receives payments, or the Closingbenefit of payments, such rents of a Proration Item to which the other (a “Beneficiary”) is entitled in whole or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to part under this Agreement, the Recipient will promptly pay such amount to the Beneficiary.

Prorations. The following shall be prorated between Buyer and Seller as (a) As of 11:59 p.m. local time of the day immediately preceding the Closing Date, each Subsequent Closing Date and the Distribution Center Closing Date (as applicable) all items set forth on the basis Section 2.11 of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses Disclosure Schedules shall be prorated as of the Closing, such Subsequent Closing or Distribution Center Closing (collectively, the “Prorated Charges”). Rents Whenever possible, such prorations shall be based on actual, current payments by Seller or its Affiliates and other incometo the extent such actual amounts are not available, such prorations shall be estimated as of the Closing, such Subsequent Closing and Distribution Center Closing (as applicable) based on actual amounts for the most recent comparable billing period. When the actual amounts become known, such prorations shall be recalculated by Buyer and Parent, and Buyer or Parent, as the case may be, promptly (but not later than ten (10) Business Days after notice of payment due) shall make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and Parent. (b) Percentage rent payable under each Acquired Lease shall be prorated at the end of the current lease year for each Acquired Lease in accordance with the terms of the applicable Acquired Lease, and otherwise the percentage rent payable, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid by Buyer when due and Seller shall promptly reimburse Buyer a portion thereof determined by multiplying (A) a fraction, the numerator of which is the amount of Seller’s or its Affiliates’ gross annual sales at such Acquired Store from the first day of such lease year to Seller (and excluding) the Closing Date or the applicable Subsequent Closing Date (as applicable), and the denominator of which is the sum of Buyer’s and its Affiliates’ and Seller’s and its Affiliates’ gross annual sales at such Acquired Store for the entire lease year, times (B) the amount of percentage rent actually due under the Acquired Lease for such Acquired Store. Seller, upon the request of Buyer, shall promptly provide Buyer with such information as Buyer shall be required to submit to landlords under the Acquired Leases in connection with the payment of percentage rent with respect to the Acquired Stores. (c) Buyer and Parent shall cooperate in good faith to resolve any dispute with respect to prorations. In the event Buyer and Parent are unable to resolve such dispute within ten twenty (1020) days Business Days after end the date such dispute arose, Buyer and Parent shall submit the items remaining for resolution in writing, together with such written evidence as Buyer or Parent may elect to include, to an Independent Accounting Firm. The Independent Accounting Firm shall, within twenty (20) Business Days of such submission, resolve any differences between Buyer and Parent and such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the month in which such amounts were collectedparties. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security The costs, fees and any other refundable deposits paid by tenants to Seller pursuant to tenant leases expenses of the Independent Accounting Firm shall be delivered borne equally by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementand Parent.

Prorations. 5.4.1 The following shall be prorated between Buyer Seller and Seller Purchaser as of 11:59 p.m. local time of the day immediately preceding 12:01 a.m. on the Closing Date, Date (on the basis of the actual number of days elapsed during over the applicable period): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Rent for the month of Closing actually collected by Seller shall be prorated between Purchaser and Seller with Purchaser receiving rent for the day of Closing. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all cash security or other deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at Closing any tenant security deposits which are held in the form of letters of credit. Rents which are “delinquent” (i.e., due but not paid) as of the Closing Date (the “Delinquent Rent”) shall not be prorated on the Closing Date. Purchaser shall deliver or provide a credit in an amount equal to seventy-five percent (75%) of the Delinquent Rent to Seller on the Closing Date, and all rights to receive such Delinquent Rent shall be assigned to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant, and the Closing Date, and the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs: general , in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. If any tenant of the Property is obligated to reimburse Seller for additional rental type items which are billed to the tenants on an estimated basis, then Seller shall prepare a reconciliation of such amounts prior to the Closing Date and special county shall provide Purchaser with a credit for any amounts allocable to periods following the Closing Date. (d) All operating expenses customarily apportioned between sellers and city purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under the Assigned Contracts assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings, it being the intent of the parties that Seller shall use commercially reasonable efforts to cause meter readings to be completed such that all utility bills will be paid by Seller relating to periods up to the Closing Date by Seller as of the Closing Date. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and special assessments sales taxes, if any. (collectivelyl) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) If Purchaser shall be assuming the Existing Financing, "Taxes"interest payable on the Existing Financing. (a) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th ) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to the apportionment of taxes at the Closing shall be made upon the basis of the tax rate or assessment for the maximum available discount or other exemptions preceding fiscal year applied to the extent permissible latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. (b) If Purchaser shall be assuming the Existing Financing, Purchaser shall be given a credit at the Closing for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion then current principal balance of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer Existing Financing and Seller shall adjust be given a credit for the actual Taxes between Buyer amount of all security, escrows and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, deposits held in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, Existing Financing (to the extent not replaced by Purchaser or released by Existing Lender). Seller agrees to provide Purchaser with a list of all such rents or other income relate to security, escrows and deposits currently held by Existing Lender, together with the period ending on or before the Closingapproximate current balances thereof, such rents or other income shall be paid to Seller within ten five (105) days after end following the date of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement. 5.4.3 The provisions of this Section 5.4 shall survive the Closing.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date: (a) All taxes, on assessments and the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated on an accrual basis in accordance with generally accepted accounting principles with Seller responsible for all taxes, assessments and expenses and entitled to all income for the period prior to the Closing Date and the Buyer responsible for all taxes, assessments and expenses and entitled to all income for the period as of and subsequent to Closing Date. Notwithstanding the foregoing, Seller will satisfy any special assessments as of Closing. (b) Buyer will receive a credit for the prorated amount of all rent (including Operating Expense as defined below) due prior to the Closing Date. Rents and other incomeNo prorations shall be made at Closing in relation to delinquent rents existing, if any, collected as of the Closing Date, nor for required tenant expense reimbursements which are not due as of the Closing Date; instead such items shall be prorated if and when received by Buyer, with (i) Buyer agreeing to use its good faith efforts to collect all amounts due and promptly forward Seller’s portion to Seller upon any such collection, (ii) Seller agreeing to cooperate with Buyer’s reasonable requests for information regarding prior lease histories and expense information, and (iii) both parties agreeing to provide reasonable information to the other as to the efforts of the reporting party. With regard to delinquent rentals and expense reimbursements, Seller shall not have the right to communicate with said tenants for collection of rent or other matters relating to the leases from and after the Closing. Buyer shall make a good faith attempt to collect such delinquent rentals and expense reimbursements after the Closing (although Buyer shall not be required to institute any eviction nor any suit or collection procedures for delinquencies), but all rents and expense reimbursements shall be applied first to any amounts due reasonable out-of-pocket expenses which Buyer may have incurred in collecting the delinquent rents and/or expense reimbursements and then to the rents and expense reimbursements owing to Buyer and then, before being applied to the extent such rents or other income relate any delinquencies which were owed to the period ending on or before Seller at Closing. If Buyer collects any delinquent rentals and/or expense reimbursements after the Closing, such rents or other income amounts owed to Seller based on the immediately preceding sentence shall be paid remitted to Seller within ten fifteen (1015) days after end from receipt by Buyer. (c) Seller shall prepare a reconciliation as of the month in Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for common area operating expenses or similar charges and tax escalations owed under the leases (collectively, “Operating Expenses”), which reconciliation shall include accurate information reasonably detailing such billing and charges. If more amounts were collected. have been expended for Operating Expenses than have been collected from tenants for Operating Expenses, Buyer shall incur no obligation pay such difference to Seller at Closing as an addition to the Purchase Price. If more amounts have been collected from tenants for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Operating Expenses than have been expended for Operating Expenses, Seller pursuant to tenant leases shall be delivered by certified funds will pay to Buyer at the Closing orClosing, at Seller's option, credited to Buyer as a credit against the cash portion Purchase Price, such excess collected amount. Buyer and Seller agree that such proration of the Purchase Price Operating Expenses at the ClosingClosing will fully relieve Seller from any responsibility to tenants and Buyer for such matters. Escrow Holder shall not In this regard, Buyer will be concerned with any prorations that are to be made solely responsible, from and after the Closing pursuant Date, for (i) collecting from tenants the amount of any outstanding Operating Expenses for periods before and after the Closing and (ii) where appropriate, reimbursing tenants for amounts attributable to Operating Expenses, as may be necessary based on annual reconciliations for Operating Expenses. (d) If any errors or omissions are made at the Closing regarding prorations, the parties shall make the appropriate corrections promptly after the discovery thereof. The provisions of this AgreementSection 5.5 shall survive the Closing.

Prorations. The following All items of income and expense arising from the operation of the Stations with respect to the Purchased Assets and the Assumed Contracts on or before the close of business on the Closing Date shall be prorated for the account of the Seller and thereafter shall be for the account of the Purchaser. Proration of the items described below between Buyer the Seller and Seller the Purchaser shall be effective as of 11:59 p.m. p.m., local time time, on such date and shall occur as follows with respect to those rights, liabilities and obligations of the day immediately preceding Seller transferred to and assumed by the Purchaser hereunder. (a) Liability for state and local taxes assessed on the Purchased Assets payable with respect to the tax year in which the Closing Date, Date falls and the annual FCC regulatory fee for the Stations payable with respect to the year in which the Closing Date falls shall each be prorated as between the Seller and the Purchaser on the basis of the actual number of days of the tax year elapsed during to and including such date. (b) Prepaid items, deposits, credits and accruals such as water, electricity, telephone, other utility and service charges, lease expenses, license fees (if any) and payments under any contracts or utility services to be assumed by the month in Purchaser shall be prorated between the Seller and the Purchaser on the basis of the period of time to which such liabilities, prepaid items and accruals apply. All prorations shall be made and paid insofar as feasible on the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date; any prorations not made on such date shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following practicable (not to exceed 90 days) thereafter. The Seller and the Closing. In addition Purchaser agree to the foregoing apportionmentsassume, Seller shall receive pay and perform all rents and other income accruedcosts, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income liabilities and expenses shall be prorated as allocated to each of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing them pursuant to this AgreementSection 15.2.

Prorations. The following shall be prorated between Buyer Except as otherwise set forth in this Agreement, all taxes and Seller as of 11:59 p.m. local time other operating expenses and revenue of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents and other income, if any, collected by Buyer after Taxes shall be prorated based upon the current year's tax taking into account the maximum available discount. If the Closing takes place and the current year's taxes are not fixed and the current year's assessment is available, taxes shall be applied first prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, then taxes shall be prorated on the prior year's tax taking into account the maximum available discount. In the event the tax proration is incorrect on the Closing Date because the property is reassessed for the tax year of the Closing by the governmental agency having jurisdiction over the Property, subsequent to any amounts due to Buyer and thenthe Closing Date, BUYER or SELLER shall be entitled, as the case may be, to the extent a reproration of such rents or other income relate taxes upon written request made to the period ending on other party. SELLER or before BUYER shall remit the Closing, such rents or other income shall be paid to Seller reproration adjustment amount requested within ten (10) days after end of request therefor. In the event SELLER or BUYER fails to remit the reproration amount requested within said ten (10) day period, the party seeking reimbursement shall be entitled to all costs of collection, including all attorneys' fees and costs incurred in collection thereof and the amount owing shall bear interest at the highest lawful rate until paid, it being acknowledged that this right shall survive Closing and delivery of the month Special Warranty Deed. Any rents received by SELLER in which such amounts were collectedrespect of the period after the Closing Date shall be promptly remitted to BUYER. Buyer With regard to delinquent rents, if any, BUYER shall incur no obligation not be held responsible for and BUYER shall not be required to Seller for Buyer's failure institute any proceedings whatsoever to collect such rentals or other incomedelinquent rents. However, all rents received by BUYER attributable to periods prior to the Closing Date shall be promptly remitted by BUYER to SELLER. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases rents collected after the Closing shall be delivered by certified funds first applied to Buyer at current rents due, then to rents for periods prior to the Closing or, at Seller's option, credited Date unless they are clearly intended by the tenant to Buyer against apply for the cash portion period prior to Closing in which event they shall be promptly remitted to SELLER. This obligation to remit shall survive the Closing and delivery of the Purchase Price Special Warranty Deed. SELLER shall deliver to BUYER at the Closing. Escrow Holder , copies of such statements, invoices bills and receipts as shall not be concerned with requested by BUYER to enable BUYER to verify the accuracy of the amounts of any prorations that are made pursuant to this paragraph. BUYER shall be credited at Closing with all advance rentals and tenant security deposits previously paid to SELLER. All prorations shall be made so that SELLER has the benefit of all income and the burden of all expenses up to and including the Closing Date and BUYER has the benefit of all income and the burden of all expenses after the Closing pursuant to this AgreementDate.

Prorations. The following (a) Subject to the terms and provisions of the Purchase Agreement, utility charges for the billing period in which the Closing Date occurs, real and personal property taxes attributable to the Facility, and any other items of revenue or expense attributable to the Facility (the “Prorated Items”) shall be prorated between Buyer Transferor and Seller New Operator as of 11:59 p.m. local time of the day immediately preceding the Closing Date, such that all items of income and expense accruing on the Closing Date shall be for the account of New Operator. In general, such prorations shall be made so as to reimburse Transferor for prepaid expense to the extent such expense is attributable to periods from and after the Closing Date and to charge Transferor for expenses accrued but unpaid as of the Closing Date. The intent of this provision shall be implemented by New Operator remitting to Transferor any invoices for Prorated Items that reflect a service date before the Closing Date and by New Operator assuming responsibility for the payment of any invoices for Prorated Items that reflect a service date after the Closing Date with any overage or shortage in payments by either party to be adjusted and paid as provided in Sections 1.8(b) and (c). Transferor agrees to assist in the orderly transfer of utilities, phone systems, alarm systems, and any other specialized equipment requiring dedicated lines and to provide to New Operator contact information for all requested services. (b) All such prorations shall be made on the basis of the actual number of days elapsed during in the month in which the Closing occurs: general relevant accounting, billing or revenue period and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice information available to Transferor. Utility charges which are not metered and read as of valuation available for the fiscal year in which the Closing occurs, with due allowance to Date shall be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accruedestimated based on prior charges, and shall pay be re-prorated upon receipt of statements therefor. (c) To the extent possible and based on reasonable estimates, the parties shall make all other expenses accrued or incurred, in connection with the ownership or operation of Property before prorations on the Closing Date, and Buyer . All amounts owing from one party hereto to the other party hereto that require adjustment after the Closing Date shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurredbe settled within thirty (30) days after the Closing Date or, in connection with the ownership or operation of Property on or event the information necessary for such adjustment is not available within said thirty (30) day period, then as soon thereafter as practicable; provided, however, that all such adjustments shall be made within one (1) year after the Closing Date. (d) Within thirty (30) days after the Closing Date, all of which rents, other income and expenses New Operator shall be prorated as of transfer to Transferor an amount equal to any ▇▇▇▇▇ cash remaining at the Closing. Rents and other income, if any, collected by Buyer after Facility on the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following matters and items shall be apportioned between the parties hereto or, where applicable, credited in total to a particular party hereto, as of the Closing: (a) Taxes, including, without limitation, real estate taxes and assessments, personal property, business, prepaid gaming and occupation taxes, if any (based on the most current available information), and water and sewer charges shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, or charged on the basis of applicable governmental records, and shall be readjusted when the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property bills are available pursuant to Section 13.10. Such taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available assessed for the fiscal year in shall be prorated as of the date on which the Closing occurs▇▇▇▇▇▇▇▇ are received with respect thereto, with due allowance to be made Seller being responsible for the maximum available discount or other exemptions taxes accrued with respect to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property periods before the Closing Date, and Buyer shall receive being responsible for all rents subsequent periods. (b) Telephone and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses utility services shall be prorated as of the ClosingClosing Date. Rents and other incomeAll deposits, if any, collected made by Seller as security under any public service contract shall be credited to Seller if the same remain on deposit for the benefit of Buyer. Where possible, cut-off meter readings shall be secured for all utilities as of the Closing Date. (c) Any amount prepaid or payable under any lease or option agreement shall be prorated at the Closing and any accrued rental and any percentage rental under space leases shall be prorated as and when collected. All security deposits held by Seller, including customer deposits held in the casino cage, shall be transferred to Buyer, and all obligations with respect to such security deposits shall be assumed by Buyer on the Closing Date. (d) Fees paid or payable for transferable licenses and permits shall be prorated as of the Closing Date. (e) With respect to the Business Assets and business operations then sold and conveyed to Buyer, Seller’s insurance shall be canceled on the Closing Date, and Seller shall retain all prepaid premiums and be responsible for any additional premiums due on or after the Closing shall be applied first Date due to any amounts due insurance audit or retrospective rating adjustments that were incurred prior to Buyer Closing and then, any payment of claims within the applicable deductibles required to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collectedthereunder. Buyer shall incur no obligation arrange for immediate effectiveness of Buyer’s own insurance coverage as of the Closing Date. (f) On the Closing Date, such other items shall be prorated as are provided for in this Agreement or as are normally prorated and adjusted in the sale of a casino business, including, without limitation, all deposits and prepaid items that inure to Seller for Buyer's failure to collect such rentals or other income. All security the benefit of Buyer (including, but not limited to, prepaid insurance) and the interest on the Assumed Obligations and on any other refundable deposits paid obligations being assumed by tenants to Seller pursuant to tenant leases Buyer hereunder as of the Closing Date. In making apportionments, all prepaid rents and similar items shall be delivered by certified funds prorated on the basis of the number of days of occupancy before and after the time set for such adjustments to Buyer at be made, and all prepaid taxes, charges and impositions shall be prorated on the Closing basis of the number of days of the applicable tax year, or on the basis of unit costs or, at Seller's optionif this is not practicable, credited to Buyer against on the cash portion basis of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations number of days before and after that are to be made after the Closing pursuant to this Agreementtime.

Prorations. The following items shall be prorated by the parties at the Closing Conference as of the Close of Escrow: (a) Real property taxes and special assessments with respect to the Land and Improvements based upon the latest available tax information such that Seller shall be responsible for all such taxes levied against the Property and all installments of special assessments then payable, to and including the day prior to the earlier of the Close of Escrow or the “Commencement Date” of the Lease, and Buyer shall be responsible for all taxes levied against the Property and all installments of special assessments payable thereafter. In the event Seller receives any payment from FedEx for any taxes or assessments, Seller shall credit Buyer for all such amounts received. In the event the actual real property taxes and special assessments differ from the latest available information used to prorate such amounts, Buyer and Seller shall re-prorate such amounts promptly upon reciept of information regarding such actual amounts; and (b) Rents and other receivables under the Lease (collectively, “Rents”) shall be accounted for as follows: (i) Rents due and payable in the month of the Close of Escrow shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments that Seller has collected all current Rents; (collectively, "Taxes"ii) for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on entitled to all Rents and other receivables accruing after the most recent official tax bills or notice Close of valuation available for the fiscal year in which the Closing occurs, with due allowance Escrow; and (iii) Seller shall promptly remit to be made for the maximum available discount or other exemptions Buyer all sums received by Seller from FedEx (including advanced rentals) to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period accruing after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside Close of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all Escrow other than for rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and receivables for which Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementreceived credit hereunder.

Prorations. The following shall be prorated between (a) Seller and Buyer and Seller agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing Date, Date (the “Proration Time”) on the basis of then applicable six (6) month real property tax billing period, the actual number of days elapsed during following (collectively, the month in which the Closing occurs: general “Proration Items”): real estate and special county and city real personal property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions subject to the extent permissible for said yearterms of Section 9.7.1(b) below), utility bills (except as hereinafter provided), and collected Rents (subject to the extent terms of Section 9.7.1(b) below) payable by the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion owner of the Property) . Seller will be charged and allocable either credited for the amounts of all of the Proration Items relating to the period before up to and including the Closing or Proration Time, and Buyer will be charged and credited for all of the Proration Items relating to the period after the Proration Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Buyer for Buyer’s approval prior to the Closing Date (the “Closing Statement”). Seller agrees that twenty-four (24) hours prior to the Closing, then Seller will discontinue data entry operations in the on-site computer system, including making deposits of rental income and will forward final reports as soon as practicable to Buyer’s representative so as to enable Buyer and Seller to work together to transition the management of the Property and complete work on prorations as set forth herein. The Closing Statement, once agreed upon, shall adjust the actual Taxes between be signed by Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition Seller and delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Escrow Agent for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Buyer to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Buyer (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure ) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion in payment of the Purchase Price at the Closing. Escrow Holder If the actual amounts of the Proration Items are not known as of the Proration Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received (not to exceed 120 days after closing), re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Buyer. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Buyer. The provisions of this Section 9.7.1(a) will survive the Closing for a period of twelve (12) months. (b) Buyer will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rent previously paid to or collected by Seller and attributable to any period following the Proration Time. Rents are “Delinquent” when they were due prior to the Closing Date, and payment thereof has not been made on or before the Closing Date. Delinquent Rents will not be prorated. All sums collected by Buyer from and after Closing from each Tenant will be applied first to current amounts owed by such Tenant and then to Delinquent Rent owed by such Tenant to the extent not previously collected by Seller. Buyer shall deliver to Seller all Delinquent Rent collected hereunder on a monthly basis within five (5) days of the end of each calendar month. Buyer shall not have an exclusive right to collect any sums due Seller from Tenant under the Leases and Seller hereby retains the right to collect any sums due Seller from Tenants under the Leases for any sums due Seller for period attributable to Seller’s ownership of the Property; provided, however, Seller shall not be concerned with permitted to commence or pursue any prorations that are to be made after legal proceedings including eviction against any current Tenant. The provisions of this Section 9.7.1(b) will survive the Closing pursuant to this AgreementClosing.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time Notwithstanding anything to the contrary in any of the day immediately preceding the Closing Date, on the basis CAPCO Agreements: (a) The Parties agree that all of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyitems normally prorated, "Taxes") for the tax period then in effect and insurance premiums including those listed below (but only if Buyer is assuming Seller's insurance policy or policiesnot including Income Taxes). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions relating to the extent permissible for said year, business and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion operation of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses Exchange Assets shall be prorated as of the Closing. Rents Exchange Closing Date, with each Conveying Party remaining liable for such items to the extent such items relate to any time period prior to the Exchange Closing Date, and the Party that is acquiring such Conveying Party's Exchange Assets under this Agreement to be liable for such items to the extent such items relate to periods commencing with the Exchange Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) personal property, real estate and occupancy Taxes, assessments and other incomecharges, if any, collected on or with respect to the business and operation of the Exchange Assets; (ii) rent, Taxes and all other items (including prepaid services or goods not included in Inventories) payable by Buyer or to a Conveying Party under any of the Assigned Agreements conveyed by that Party; (iii) any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) sewer rents and charges for water, telephone, electricity and other utilities with respect to the Exchange Assets; (v) rent and Taxes payable by a Conveying Party under the Real Property Leases assigned to the Party that is acquiring such Real Property Leases under this Agreement; and (vi) insurance premiums paid on or with respect to the business and operation of the Exchange Assets. (b) In connection with the prorations referred to in Section 5.4 (a) above, in the event that actual figures are not available at the Exchange Closing Date, the proration shall be based upon the actual Taxes or other amounts accrued through the Exchange Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the Exchange Closing Date and (ii) including and after the Exchange Closing shall Date. The Parties agree to furnish each other with such documents and other records as may be applied first reasonably requested in order to any amounts due to Buyer confirm all adjustment and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be proration calculations made after the Closing pursuant to this AgreementSection 5.4.

Prorations. The following Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the Business and operation of the Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local the Closing Date, with Seller liable for such items to the extent such items relate to any time period prior to the Closing Date, and Buyer liable for such items to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days). The Base Purchase Price shall be increased to the extent Buyer will benefit financially due to Seller's payment prior to the Closing Date of the portion of any such item allocable to Buyer, and (except with respect to the items addressed in clause (a) below) shall be decreased to the extent Seller will benefit financially due to Buyer's payment on or after the Closing Date of the portion of any such item allocable to Seller. The items subject to proration include the following: (a) Subject to Section 6.10(b), personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the Business and operation of the Assets; (b) rent, Taxes (other than Income Taxes) and all other items (including prepaid services or goods not included in Inventories) payable by or to Seller under any of the Assigned Agreements to the extent not included in the account payables of the Business outstanding as of the day immediately preceding the Closing Date; (c) any permit, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelylicense, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursregistration, with due allowance to be made for the maximum available discount compliance assurance fees or other exemptions fees with respect to any Transferable Permit or other Asset; (d) sewer rents and charges for water, telephone, electricity and other utilities with respect to the Assets; (e) rent and Taxes payable by or to Seller under the Real Property Leases assigned to Buyer to the extent permissible for said year, and not included in the account payables of the Business outstanding as of the day immediately preceding the Closing Date; (f) deposits made by Seller to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property transferred to Buyer; (or any portion of the Propertyg) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and prepaid expenses paid by Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate transferred to Buyer; and (h) petty cash held locally for the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end benefit of the month in which such amounts were collected. Buyer shall incur no obligation Business ▇▇ ▇▇e extent transferred to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The (a) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than one hundred and twenty (120) calendar days thereafter, the water, gas, electricity and other utilities, local business or other license fees to the extent assigned and other similar periodic charges payable with respect to the Acquired Assets shall be prorated between Buyer Seller, on the one hand, and Seller Buyer, on the other hand, effective as of 11:59 p.m. local time of the day immediately preceding Effective Time with Seller being responsible for amounts related to the period prior to but excluding the Closing Date and Buyer being responsible for amounts related to the period on and after the Closing Date. The Parties shall use commercially reasonable efforts to cause utility meter readings to be determined as of the Effective Time or as close thereto as reasonably practicable; provided, however, that if a Party’s proration for a particular amount owed under this Section 2.4 cannot be determined due to the unavailability of the necessary information on the appropriate invoice or remittance statement, then the proration shall be calculated on a per day basis of using the actual number of days elapsed during in the month in which respective Party’s period. (b) All income, proceeds and receipts attributable to the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyoperation, "Taxes") for use, ownership, or otherwise of the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Acquired Assets prior to the Effective Time shall be based on the most recent official tax bills or notice property of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Seller and to the extent permissible received by Buyer or its Affiliates, Buyer shall promptly and fully disclose, account for said yearand transmit same to Seller. All income, proceeds and receipts attributable to the operation, use, ownership, or otherwise of the Acquired Assets on and after the Effective Time shall be the property of Buyer and to the extent received by Seller or its Affiliates, Seller shall promptly and fully disclose, account for and transmit same to Buyer. In addition, all invoices, costs, expenses, disbursements and payables attributable to the Acquired Assets prior to the Effective Time shall be the sole obligation of Seller, and Seller shall promptly pay, or if paid by Buyer, Seller shall promptly reimburse Buyer for same. All invoices, costs, expenses, disbursements and payables attributable to the Acquired Assets on and after the Effective Time shall be the sole obligation of Buyer, and Buyer shall promptly pay, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property paid by Seller, Buyer shall promptly reimburse Seller for same. (or any portion c) The provisions of the Property) and allocable either to the period before the Closing or to the period after this Section 2.4 shall survive the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The At Closing, the following prorations shall be prorated between Buyer and Seller made as of 11:59 p.m. local time of the day immediately preceding midnight on the Closing Date. Seller shall furnish to Purchaser and Title Company a draft Closing Statement three (3) days prior to the expected Closing Date containing the following pro-rations of income and expense and the apportionment of taxes: (a) All collected rents and other income with respect to the Property, on the basis of the actual number of days elapsed during if any, for the month in which the Closing occurs: general , and special county real estate and city real personal property taxes and special other assessments (collectively, "Taxes") with respect to the Property for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the date of Closing. Rents If the Closing shall occur before all of the rents from the Property have actually been paid for the month in which the Closing occurs, the apportionment of any such rent shall be upon the basis of such rents actually received by the Seller. Subsequent to the Closing, if any rents for the month of closing, or for prior rental periods, are actually received by Purchaser, promptly after its receipt of such rents, Purchaser shall apply first, to satisfy such tenant’s current due and owing rent obligations relating to the period after the Closing Date; second, to satisfy such delinquent rent obligations relating to the period in which the Closing Date occurred; and third, to satisfy such delinquent rent obligations relating to the period prior to the Closing Date. Purchaser shall make a good faith effort and attempt to collect any such rents not apportioned at the Closing, for the benefit of Seller. Purchaser shall receive credit against the Purchase Price for the amount of any refundable and non-refundable security deposits and fees for which the Seller is accountable (plus accrued interest thereon as required by law), cleaning, administrative, redecorating, pet, key or other incomedeposits and fees (with the exception of application fees) and prepaid rentals for a later calendar month. Upon Closing, Purchaser shall assume Seller’s obligations for such fees as noted herein to the extent Purchaser has received credit against the Purchase Price for such fees. Purchaser will defend, indemnify, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits or other fees credited to Purchaser. Seller will indemnify and hold Purchaser harmless from and against any demands and claims made by tenants arising out of any security deposits not credited to Purchaser. For utility charges, Seller and Purchaser shall use their best efforts to cause all utility ▇▇▇▇▇▇▇▇ to be closed and billed by the respective utility companies as of the Closing Date in order that utility charges may be separately billed for the periods prior to and after the Closing Date. In the event any such utility charges are not separately billed, the same shall be prorated. In connection with any such proration, it shall be presumed that utility charges were uniformly incurred during the billing period in which the Closing Date occurs. (b) If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon one hundred five percent (105%) the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment; provided, however, if the taxes for such period increase due to a valuation of the Property that is due solely to the sale of the Property to Purchaser, Seller shall not be allocated any portion of said increase resulting from such revaluation. Seller shall pay all special tax assessments, if any, collected by Buyer after pending against the Closing shall be applied first to any amounts due to Buyer and then, Property prior to the extent such rents or Closing. (c) The monthly installment of principal and interest and any other income relate charges due under the Existing Loan with respect to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation Closing occurs will be prorated as of the Closing Date, Seller will transfer its interest in all escrows held by VHDA to Purchaser, and Purchaser will pay to Seller at Closing, in addition to the Purchase Price, the principal amount of all such escrows, provided that Seller assigns the escrows and VHDA acknowledges the transfer. However, if VHDA does not permit Seller to assign the escrows to Purchaser or the transfer of the escrows is otherwise impractical, Seller shall be entitled to receive the full amount of all escrow accounts, Purchaser shall have no interest in any funds escrowed or deposited by Seller with VHDA, and Purchaser shall be responsible for Buyer's failure to collect such rentals or other income. All security funding all escrows as required by VHDA. (d) Seller shall be charged, and the Purchaser credited, with interest accrued but unpaid on the indebtedness secured by the First Deed of Trust, together with any other refundable deposits paid by tenants to monthly charges and amounts normally due thereunder through the Closing. (e) Seller pursuant to tenant leases shall be delivered by certified credited, and Purchaser charged, for the existing balances as of the date of Closing for all escrow, reserve and deposit accounts or funds held for the holder of the First Deed of Trust for real and personal property ad valorem taxes, insurance, replacement reserves, debt service reserves for principal and interest, rebate reserves, and the like, all of which account balances shall be transferred to Buyer Purchaser at Closing. (f) Any ▇▇▇▇▇ cash maintained at the Closing or, Property for day-to-day operations shall remain the property of Seller at Seller's option, credited to Buyer against the cash portion Closing. (g) The agreements of the Purchase Price at Seller and Purchaser set forth in this Section 6.3 shall survive the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall (a) Ad valorem taxes and assessments (whether for real estate or personal property) against the Property will be prorated between Buyer and Seller at Closing as of 11:59 p.m. local time the Closing Date based on the tax bills for the year of the day immediately preceding Closing. Buyer will receive at Closing a credit against the Purchase Price in an amount equal to the portion of the taxes and assessments on the Property from the beginning of the current year to the Closing Date. If Closing occurs before that year's tax bills are available, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall proration will be based on the most recent official latest tax bills or notice of valuation available rate applied to the latest unappealed tax value. If an estimated proration is made, then after the taxes and assessments for the fiscal year in which the Closing occursoccurs are finally assessed, with due allowance within 30 days after demand, Buyer shall refund to be made for Seller any amount overpaid by Seller or Seller shall pay to Buyer the maximum available discount or other exemptions to amount of any deficiency in the extent permissible for said year, proration. Buyer shall pay all taxes and to the extent the tax bills do not accurately reflect the actual Taxes assessed assessments against the Property before they become delinquent. (or any b) All income and expenses of the Real Property and Improvements (other than ad valorem taxes and assessments) will be prorated at Closing as of the Closing Date on an accrual basis. All rents actually prepaid for a portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property term on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer offset against the cash portion of Purchase Price. All other income and expense items subject to proration pertaining to the Purchase Price period prior to the Closing Date will be allocated to and paid by Sellers and all income and expense items subject to proration pertaining to the period starting on the Closing Date will be allocated to and paid by Buyer. Seller is responsible for Lease commissions due Seller's employees and locator fees for Leases under which the tenant moves into a unit prior to the Closing Date. Buyer is responsible for locator fees for Leases under which the tenant moves into a unit on or after the Closing Date. All application fees which are not prepaid security deposits shall be retained by Seller. Any income payable in connection with any Service Contract will be prorated, but no lump sum or up front payments paid to Seller with respect to any Service Contract will be prorated. Rent will be prorated based on the Rent Roll provided by Seller at the Closing. Escrow Holder No later than 3 business days prior to the Closing Date, Buyer and each Seller shall not be concerned with mutually approve and provide to Closing Agent a schedule of prorations in as complete and accurate a form as possible. No later than 60 days after Closing, Seller and Buyer shall make appropriate post-closing adjustments to the prorations of income and expenses but in no event will any prorations that are to readjustment be made after the 60th day after the Closing pursuant Date, other than a readjustment of ad valorem taxes and assessments. (c) All Deposits paid as refundable security for rent, cleaning, pet deposits, or any other purposes will be paid to Buyer at Closing and the obligation, if any, to refund the cash deposits to tenants is assumed by Buyer. Except as provided in SECTION 6.3(d), no non-refundable deposits or fees paid by tenants shall be paid or payable to Buyer. (d) Any amounts of so-called "hassle free move-out" payments paid to Seller for current leases on the Properties shall be equally split between Seller and Buyer and, at Closing, Seller shall pay to Buyer its share thereof. (e) All deposits and escrows made by Seller with the respective Lenders will be delivered to the Sellers at Closing and will be retained by the Seller or will be credited to the Seller at Closing. (f) The obligations of Sellers and Buyer under this AgreementSECTION 6.3 survive the Closing.

Prorations. The following (a) All collected rents and other income and all operating expenses with respect to the Property for the month in which the Closing occurs, and real estate and personal property taxes and other assessments with respect to the Property for the year in which Closing occurs, shall be prorated between Buyer and Seller as of 11:59 p.m. local time the close of business of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property Rent collected by Purchaser on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due current rent due, with any additional amount owed to Buyer Seller to be remitted to Seller within 10 days of receipt. Purchaser shall make a good faith effort to collect any back rents owed to Seller, but shall not be obligated to initiate any litigation to collect such rents. If the amount of any item to be adjusted is not ascertainable on the Closing Date, the item shall be prorated by the Purchaser and then, Seller based on the best available information. Those items shall be reprorated as promptly after the Closing as possible. Any errors or omissions in computing the prorations at the Closing shall be corrected promptly. The obligation to the extent such rents or other income relate to the reprorate shall survive for a period ending on or before of six (6) months after the Closing, such rents or other income . Any payments due as a result of reproration shall be paid to Seller within ten (10) days after end of the month reproration. (b) If the Closing occurs before the tax ▇▇▇▇ for the year of closing is available, taxes shall be prorated using the taxes paid in which such prior year. After the tax ▇▇▇▇ is available, the taxes shall be reprorated at the request of the Seller or Purchaser based on the tax ▇▇▇▇ for the year of closing. Any amounts were collecteddue as a result of the reproration shall be paid within ten (10) days of the reproration. Buyer Special assessment liens, if any, that are a charge or lien on the Property or that are due and payable at the time of Closing shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits be paid by tenants to Seller pursuant to tenant leases Seller. (c) To the extent possible, Purchaser shall be delivered by certified funds to Buyer at responsible for arranging all utility service and insurance coverage for the Project in its own name commencing as of 12:01 a.m. on the Closing or, at Seller's option, credited Date. Seller shall be responsible for all utility charges accrued prior to Buyer against the cash portion Closing Date and Seller shall receive a refund of the Purchase Price at the Closingall utility deposits and insurance premiums. Escrow Holder shall If a change in utility service cannot be concerned with any prorations that are to be made after effected on the Closing pursuant to this AgreementDate, utility charges will be estimated and prorated as provided in Section 4.8(a).

Prorations. The following shall (a) Ad valorem taxes and assessments (whether for real estate or personal property) against the Property will be prorated between Buyer and Seller at Closing as of 11:59 p.m. local time the Closing Date based on the tax bills for the year of the day immediately preceding Closing. Buyer will receive at Closing a credit against the Purchase Price in an amount equal to the portion of the taxes and assessments on the Property from the beginning of the current tax year to the Closing Date. If Closing occurs before that year's tax bills are available, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall proration will be based on the most recent official latest tax bills or notice of valuation available rate applied to the latest unappealed tax value. If an estimated proration is made, then after the taxes and assessments for the fiscal year in which the Closing occursoccurs are finally assessed, with due allowance within 30 days after demand, Buyer shall refund to be made for Seller any amount overpaid by Seller or Seller shall pay to Buyer the maximum available discount or other exemptions to amount of any deficiency in the extent permissible for said year, proration. Buyer shall pay all taxes and to the extent the tax bills do not accurately reflect the actual Taxes assessed assessments against the Property before they become delinquent. (or any b) All income and expenses of the Real Property and Improvements (other than ad valorem taxes and assessments) will be prorated at Closing as of the Closing Date on an accrual basis. All rents actually prepaid for a portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property term on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer offset against the cash portion of Purchase Price. All other income and expense items subject to proration pertaining to the Purchase Price period prior to the Closing Date will be allocated to and paid by Sellers and all income and expense items subject to proration pertaining to the period starting on the Closing Date will be allocated to and paid by Buyer. Seller is responsible for Lease commissions due Seller's employees and locator fees for Leases under which the tenant moves into a unit prior to the Closing Date. Buyer is responsible for locator fees for Leases under which the tenant moves into a unit on or after the Closing Date. All application fees which are not prepaid security deposits shall be retained by Seller. Any income payable in connection with any Service Contract will be prorated, but no lump sum or up front payments paid to Seller with respect to any Service Contract will be prorated. Rent will be prorated based on the Rent Roll provided by Seller at the Closing. Escrow Holder No later than 3 business days prior to the Closing Date, Buyer and each Seller shall not be concerned with mutually approve and provide to Closing Agent a schedule of prorations in as complete and accurate a form as possible. No later than 60 days after Closing, Seller and Buyer shall make appropriate post-closing adjustments to the prorations of income and expenses but in no event will any prorations that are to readjustment be made after the 60th day after the Closing pursuant Date, other than a readjustment of ad valorem taxes and assessments. (c) All Deposits paid as refundable security for rent, cleaning, pet deposits, or any other purposes will be paid to Buyer at Closing and the obligation, if any, to refund the cash deposits to tenants is assumed by Buyer. Except as provided in SECTION 6.3(d), no non-refundable deposits or fees paid by tenants shall be paid or payable to Buyer. (d) Any amounts of so-called "hassle free move-out" payments paid to Seller for current leases on the Properties shall be equally split between Seller and Buyer and, at Closing, Seller shall pay to Buyer its share thereof. (e) All deposits and escrows made by Seller with the respective Lenders will be delivered to the Sellers at Closing and will be retained by the Seller or will be credited to the Seller at Closing. (f) The obligations of Sellers and Buyer under this AgreementSECTION 6.3 survive the Closing.

Prorations. The following Rentals, revenues, and other income, if any, from the Property, taxes, assessments, improvement bonds, service or other contract fees, utility costs, and other expenses affecting the Property shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Closing Date. For purposes of calculating prorations, Buyer shall be deemed to be in title to the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. Delinquent rentals as of the day immediately preceding Closing Date shall not be prorated and Seller hereby irrevocably assigns, as of the Closing Date, on its entire right to collect the basis of the actual number of days elapsed during the month in which same to Buyer, provided, however, that any delinquent rentals actually collected by Buyer after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date shall be based on remitted to Seller after deducting Buyer's actual costs (including attorney's fees and costs) in the most recent official tax bills collection of such delinquent rentals and after applying such amounts to any rentals due and owing and attributable or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing. On the Closing Date, then Buyer and Seller shall adjust the actual Taxes between Buyer and be fully credited for (i) security deposits which were paid by tenants to Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition (ii) reimbursement expenses and other sums owed by Seller to tenants for work or disputes which occurred prior to the foregoing apportionmentsClosing Date or for work to be performed or allowances to be granted to any tenants upon or after the Closing Date pursuant to any Tenant Leases in existence as of the Closing Date, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued (iii) any commissions or incurred, brokerage fees payable upon or after the Closing Date in connection with the ownership or operation any Tenant Leases in existence as of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or (iv) rentals already received by Seller attributable to periods after the Closing Date, all of which rents, other income and expenses . All non-delinquent real estate taxes or assessments on the Property shall be prorated as of based on the actual current tax bill, ▇▇t if such tax bill ▇▇▇ not yet been received by Seller by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all taxes, including all supplemental taxes, allocable to the period prior to the Closing and Buyer shall bear all taxes, including all supplemental taxes, allocable to the period after the Closing. Rents If any expenses attributable to the Property and other incomeallocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all expenses allocable to the period prior to the Closing and Buyer shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 6.5 shall survive the Closing for a period of one (1) year. Ten (10) days prior to the Closing, Escrow Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the "Preliminary Closing Statement") based on an income expense statement prepared by Seller, approved by Buyer, and delivered to Escrow Agent prior to said date, setting forth (i) the proration amounts allocable to each of the parties pursuant to this Section 6.5 and (ii) the Closing Costs allocable to each of the parties pursuant to Section 6.6 hereof. Based on each of the party's comments, if any, collected by Buyer after regarding the Preliminary Closing Statement, Escrow Agent shall be applied first revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end each of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer parties at the Closing or, at Seller's option, credited to Buyer against (the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the "Closing pursuant to this AgreementStatement").

Prorations. The following items shall be prorated between Buyer Seller and Seller Purchaser (with Purchaser deemed to be holding title as of 11:59 p.m. local time of the day immediately preceding the Closing Date): a. All ad valorem and other real estate taxes with respect to the Property (collectively, the “Taxes”) shall be prorated as of 12:01 a.m. on the Closing Date. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of the Taxes shall be made upon the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") tax rate for the immediately preceding tax period then in effect and insurance premiums year applied to the latest assessed valuation of the Property. Within thirty (but only if Buyer is assuming Seller's insurance policy or policies). Proration 30) days after the actual amount of the Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursoccurs are determined, with due allowance to be made for Seller and Purchaser shall adjust the maximum available discount proration of the Taxes and Seller or other exemptions Purchaser, as the case may be, shall pay to the extent permissible for said year, other any amount required as a result of such adjustment. All unpaid taxes and to the extent the tax bills do not accurately reflect the actual Taxes taxes assessed against the Property for prior years due to a change in use or ownership of the Property shall be paid by Seller. Notwithstanding the foregoing, there will be no proration of taxes among the parties pursuant to this provisions for which the payor is entitled to or has received a reimbursement from USPS. b. All rent and other amounts payable under the Lease shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall be charged with, and Purchaser shall receive, a credit against the Purchase Price for (i) any rent and other amounts collected by Seller or the Contributed Entity with respect to the Property prior to the Closing Date, but applicable to any period after the Closing Date and (ii) any security deposits held by Seller or the Contributed Entity with respect to the Property and prepaid rents received by Seller or the Contributed Entity with respect to the Property under the Lease. Rent is deemed to be delinquent when payment thereof is due on or prior to Closing but has not been made by Closing. Delinquent rent shall be prorated between Purchaser and Seller as of the Closing as if Seller or the Contributed Entity had received such rent and consequently, Seller shall not be entitled to any credit or increase to the Purchase Price as a result of such delinquent rent. Seller is permitted to pursue Tenant for delinquent rent that was due prior to Closing, but agrees to do so in a commercially reasonable manner (provided, however, that: (a) Seller shall not seek to have Tenant’s possession of the Land and the Improvements under the Lease terminated; and (b) Seller shall not be entitled to any rent received from Tenant after the Closing unless Tenant is current in its rent obligations to Purchaser for periods occurring from and after Closing). Delinquent rent collected by Purchaser (if any), net of the costs of collection (including attorneys’ fees), shall be applied first against those amounts currently due (or any portion of the Propertyto be due within ten (10) days) and allocable either then to amounts most recently overdue. Any payments due to Seller as a result of collected delinquent rent shall be payable by Purchaser to Seller upon receipt thereof. In the period before event Seller receives the Closing or to the period rental check from Tenant after the Closing, then Buyer and Seller shall adjust it was not a part of the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentsrent proration, Seller shall receive all immediately remit to Purchaser the full amount of the check received. Both parties acknowledge that USPS rents and other income accruedare paid in arrears, at the end of month, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, be adjusted accordingly. c. All other income and operating expenses of the Contributed Entity or the Property, including, without limitation, public utility charges, maintenance, management, and other service charges, and all other normal operating charges shall be prorated as of the Closing. Rents Closing Date based upon the best available information (it being understood that, unless otherwise indicated, Seller, on behalf of the Contributed Entity, shall pay all amounts due with respect to the Property that accrue prior to the Closing Date), or, in Purchaser’s sole discretion, moved into Purchaser’s name as of the Closing Date. d. With respect to leasing commissions, tenant finish costs, costs associated with architectural plans and other incomespecifications, utility splits, and demising costs, if any, collected by Buyer after the Closing Seller shall be applied first to any amounts due to Buyer and then, to responsible for the extent payment of all such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price costs at the Closing. Escrow Holder . e. For purposes of proration only, Purchaser is deemed to own on the Property on the Closing Date. f. This Section 3.06 shall not be concerned merge with any prorations that are to be made after the Closing pursuant to this AgreementDeed and shall survive the Closing.

Prorations. The following shall be prorated between Buyer and Seller Seller, as of 11:59 p.m. local time the Close of the day immediately preceding the Closing DateEscrow, on the basis of the actual number of days elapsed during the month in which the Closing Close of Escrow occurs: (a) general and special county and city real property taxes and special assessments (collectively, "Taxes"); (b) for utilities; and (c) any service agreements transferred to Buyer at the tax period then in effect Close of Escrow. The amount of any utility deposit, or any other deposit transferred to Buyer pursuant hereto, shall be credited to Seller and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)debited to Buyer. Proration of Taxes shall must be based on the most recent official tax bills or notice of valuation available to the general public for the fiscal year in which the Closing Close of Escrow (such obligation to survive the Close of Escrow) occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing), then Buyer and Seller shall adjust the such actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Close of Escrow. In the event that after the Closing, there shall be a retroactive increase in any Taxes imposed on the owner of the Property: (i) if such increase shall relate to the tax year in which the Close of Escrow occurred, such increase shall be prorated by Seller and Buyer on a per diem basis based on their respective periods of ownership during the period such increase is effective, (ii) if such increase shall relate to any tax year subsequent to the tax year during which the Close of Escrow occurred, such increase shall be the obligation of Buyer, and (iii) if such increase shall relate to any tax year prior to the tax year during which the Close of Escrow occurred, such increase shall be the obligation of Seller. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, accrued prior to the a Close of Escrow and shall pay all other expenses accrued or incurred, incurred in connection with the ownership or operation of the Property before prior to the Closing Date, Close of Escrow and Buyer shall receive all rents and other income accruing, accruing on or after the Close of Escrow and shall pay all other expenses incurred or accrued or incurred, in connection with the ownership or operation of the Property on or after the Closing Date, all Close of which rents, other income Escrow. If and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent Escrow Holder requires any information or instructions from Buyer and Seller in order to perform such rents or other income relate to the period ending on or before the Closingprorations, such rents or other income Buyer and Seller shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closingfurnish Escrow Holder with further mutual instructions. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing Close of Escrow pursuant to this Agreement.

Prorations. 5.4.1 The following provisions shall govern the adjustments and prorations that shall be prorated made at Closing and the allocation of income and expenses from the Property between Buyer Seller and Seller Purchaser. Except as expressly provided in this Section 5.4.1, all items of operating revenue and operating expenses of the Property, with respect to the period prior to and ending at 11:59 p.m. local time of at the Property on the day immediately preceding the Closing DateDate (the “Cut-off Time”), shall be for the account of Seller and all items of operating revenue and operating expenses of the Property with respect to the period from and after the Cut-off Time, shall be for the account of Purchaser. Without limitation on the foregoing the following shall be prorated between Purchaser and Seller as of the Cut-off Time: (a) All non-delinquent real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the actual number fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of days elapsed during the month in which Property or from any improvements made or leases entered into on or after the Closing occurs: general and special county and city real property taxes and special Date. If any assessments (collectivelyon the Property are payable in installments, "Taxes") then the installment for the tax current period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on prorated (with Purchaser assuming the most recent official tax bills or notice of valuation available for the fiscal year in which obligation to pay any installments due after the Closing occursDate). (b) Subject to this Section 5.4.1(b), with due allowance to be made for all fixed rent and regularly scheduled items of additional rent under the maximum available discount or other exemptions to the extent permissible for said yearLeases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the tax bills do foregoing were made by tenants under the Leases and are not accurately reflect the actual Taxes assessed against the Property (applied or any portion of the Property) and allocable either forfeited prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer ) to Purchaser on the Closing Date. Rents which are delinquent as of the Closing Date shall receive all rents and other income accruing, not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall pay all other expenses accrued diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or incurred, declare a default in connection with any Lease and in no event shall Purchaser incur any liability to Seller for failure to collect such delinquencies). To the ownership or operation of Property extent Purchaser receives rents on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing such payments shall be applied first to any amounts due to Buyer and then, to toward the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of for the month in which such payment is collected, second to the rents for the month in which Closing occurs, third to any delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser, and fourth toward any rents that shall then be due and payable to Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts were collectedowed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent. Buyer Seller reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate or threaten to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant, provided that with respect to any rents or other amounts so collected by Seller, Purchaser’s share thereof, if any, shall be held by Seller in trust for Purchaser and promptly delivered to Purchaser by Seller following the conclusion of such legal action or proceeding, if any. Delivery of the Assignment and Assumption of Leases and Contracts shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (c) Tenants of the Property may be obligated to pay, as additional rent, certain percentage rent, escalations in base rent and pass throughs of operating and similar expenses pursuant to the terms of the Leases (collectively, “Additional Rents”). Seller shall send all tenants at the Property reconciliation statements for calendar year 2011 prior to Closing and shall remain exclusively liable for any Additional Rents attributable to such calendar year. Purchaser shall cooperate with Seller and the applicable tenants to conduct and conclude such reconciliation; provided, however, Purchaser shall not be required to incur any third party out-of-pocket costs or expenses in connection with such cooperation with Seller. If Seller collected estimated prepayments of Additional Rents during calendar year 2011 in excess of any tenant’s share of such expenses, then Seller shall be solely responsible for crediting or repaying those amounts to the appropriate tenants under the Leases. If Seller under-collected estimated prepayments of Additional Rents during calendar year 2011, then Seller shall be solely entitled to any reimbursement from the tenants with respect to such amounts and Purchaser shall promptly remit to Seller any amounts received by Purchaser from such tenants with respect to such Additional Rents if received after Closing; Purchaser shall reasonably cooperate with Seller to pursue the collection of any such amount in the ordinary course of business (but Purchaser shall not be required to incur any third party out-of-pocket costs or expenses in connection therewith or litigate or declare a default in any Lease and, provided that Purchaser shall have complied with the foregoing obligations, in no obligation event shall Purchaser incur any liability to Seller for Buyer's failure to collect such rentals amounts). With respect to any Additional Rents for calendar year 2012, the only proration to be made at Closing, if any, shall be a credit to Seller if Seller fully paid the operating expenses but did not receive payment of the Additional Rents for the period commencing on January 1, 2012 and ending on the Closing Date (the “Stub Period”), or a credit to Purchaser if Seller did not pay the operating expenses but received the Additional Rents for the Stub Period (in each case the credit being the amount of the Additional Rents billed to the tenants for the Stub Period). There shall be no further reconciliation after the Closing with respect to 2012 Additional Rents. Seller shall be entitled to collect any Additional Rents directly from tenants who are no longer in occupancy of space at the Property, to the extent relating to its period of ownership. (d) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Leases and Contracts and any fees or expenses in connection with any agreements recorded against the Property and which are not eliminated as an Unpermitted Exception pursuant to Section 4.1. (e) Any prepaid items, including fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees required by applicable law. (f) Utilities, including telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available (but in no event later than one hundred twenty (120) days following the date of Closing), or if current meter readings are available, on the basis of such readings. (g) Deposits with telephone and other income. All security utility companies, and any other refundable deposits paid by tenants persons or entities who supply goods or services in connection with the Property if the same are assigned to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price Purchaser at the Closing, which shall be credited in their entirety to Seller. (h) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property, subject to Section 7.2.3(a). 5.4.2 At Closing Seller shall receive a credit for the “Purchaser Leasing Costs” (as defined below) incurred by Seller in connection with the “CytoSport Lease” (as defined below). Escrow Holder As used herein, the term “Purchaser Leasing Costs” shall mean any brokerage and leasing commissions (in an amount not be concerned to exceed $17,000), tenant improvement costs and other costs and expenses in connection with the lease with “CytoSport” (as defined below). If Purchaser has approved any prorations that are to be made extension, renewal or expansion of any existing Lease exercised or entered into from and after the Closing pursuant Effective Date in accordance with Section 7.2.3, then the parties shall agree to this Agreementprorate any cost or expense incurred in connection with such extension, renewal or expansion at the time of such approval. Notwithstanding the foregoing, Seller shall be solely responsible for any attorneys’ fees incurred by Seller in connection with the execution of the CytoSport Lease.

Prorations. The following shall be prorated between Buyer (a) For purposes of determining the Purchase Price, personal property and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes Taxes, fees with respect to any Transferable Permits, rents under any leases of real or personal property, or other similar expenses, that are not due or assessed until after the Effective Time but which are attributable in whole or in part to any period commencing prior to the Effective Time, and special assessments (collectively, "Taxes") for any other amounts that by the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration terms of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance this Agreement are to be made for allocated between the maximum available discount or other exemptions to the extent permissible for said yearParties, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall will be prorated as of the Closing. Rents and other incomeEffective Time, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, with Seller liable to the extent such rents items relate to any period prior to the Effective Time, and Buyer liable to the extent such items relate to any period from and after the Effective Time. If the actual amounts to be prorated are not known, Seller shall include an itemized estimate in the Post-Closing Adjustment Statement based upon the most recent available rates, assessments, valuations, or other income relate to data, and the period ending on or before Parties shall adjust the Closing, such rents or other income shall be amounts paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing orto reflect such prorations. Any prorations shall be made so as to avoid duplication of any amounts, at Seller's optionand will be adjusted to properly take into account any amounts thereof used in determining the Purchase Price. (b) The proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, credited and will provide Seller with all documentation relating to Buyer against the cash portion such recalculations, including tax statements and other notices from third parties. The Parties will make such payments to each other as are necessary to reconcile any estimated amounts prorated as of the Purchase Price at Effective Time with the Closing. Escrow Holder shall not be concerned with any prorations that are final amounts to be prorated. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all proration calculations made after the Closing pursuant to this AgreementSection 3.4.

Prorations. The (a) Contributor and the Partnership shall jointly prepare not less than five (5) days prior to the Closing Date, a closing settlement statement estimating the closing prorations and adjustments of the following shall items (without duplication of one another or any other provision hereof): (i) All rents billed for the month in which the Closing Date occurs will be prorated between Buyer and Seller as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the “Cut-Off Time”) based on the amounts billed and the actual number of days in the month during which the Closing Date occurs; and Contributor will be entitled to such rent for the period on and before the Cut-Off Time, and the Partnership will be entitled to such rent for the period after the Cut Off Time. All rents payable by each tenant whose Lease commences on or after the Closing shall belong entirely to the Partnership, including any pre-paid rents received by Contributor or the Company. Should rent be received subsequent to Closing by the Partnership or the Company which belongs to Contributor, it will be promptly remitted to Contributor, and should rent be received subsequent to Closing by Contributor which belongs to the Partnership, it will promptly be remitted to the Partnership. If the Company collects any rent after the Closing Date from any tenant who was delinquent in the payment of rent as of the Closing Date, such rent shall be applied by the Company (1) first to the reimbursement of any cost or expense (including attorney fees) incurred by the Company or its agents in collecting such rent, (2) second, the remainder to the calendar month in which the Closing Date occurred, (3) third, the remainder to any calendar month or months following the calendar month in which the Closing Date occurred, until the tenant is current with respect to all rents payable after the Closing Date, and (4) finally any remainder to calendar months prior to the month in which the Closing Date occurred. (ii) An amount equal to all cash tenant security deposits previously received by Contributor (or its predecessors as landlord under the Leases), to the extent not previously returned to such tenants or applied against rent or other obligations of tenants, will be credited to the Partnership. (iii) Rent and other charges owed or paid by Contributor under any ground lease, if applicable, will be prorated as of the Cut-Off Time. (iv) Personal property Taxes, gas, electric, steam, water and sewer charges, and other utility charges (utility charges will be prorated based on the last reading of meters prior to Closing performed at Contributor’s request, if possible) as of the Cut-Off Time. (v) Real property Taxes will be prorated as of the Cut-Off Time. (vi) Amounts owed or paid by Contributor under the Licenses will be prorated as of the Cut-Off Time. (vii) Amounts owed or paid by Contributor under any reciprocal easement agreement will be prorated as of the Cut-Off Time. (viii) Leasing commissions, tenant improvement allowances and other leasing costs for each Lease will be amortized over the term of the Lease in accordance with US GAAP. Leasing costs paid by the Company prior to the Cut-Off Time in excess of the portion of such costs amortized prior to the Cut-Off Time will be treated in accordance with US GAAP and credited to Contributor. (ix) An amount equal to any utility deposits posted by the Company with utilities as of the Cut-Off Time will be credited to Contributor. (x) An amount equal to any escrows posted by the Company with the Lenders pursuant to the Loan Documents will be credited to Contributor. (xi) The principal amount of, and all accrued and unpaid interest on the Loan as of the Cut-Off Time will be credited to the Partnership in computing the Capital Contribution Amount. (xii) Except as otherwise provided herein, all other cash, including working capital, bank account balances or other cash-equivalents, held by the Company as of the Cut-Off Date will be credited to Contributor (and will continue to be held by the Company). (xiii) Except as otherwise provided herein, all other liabilities of the Company, current or contingent (e.g., accrued expenses or accounts payable), as of the Cut-Off Time will be credited to the Partnership, to the extent that such liabilities would be required to appear on the Company’s balance sheet prepared in accordance with GAAP. (xiv) Except as otherwise provided herein, all other pre-paid expenses of the Company as of the Cut-Off Time will be credited to Contributor. (xv) All amounts for costs of Closing in accordance with Section 5.2. (xvi) Such other matters as are customarily prorated in similar transactions where the Property is located will be prorated as of the Cut-Off Time. (b) Prorations and/or adjustments shall be effected at Closing by increasing the Capital Contribution Amount (if the prorations and/or adjustments result in a net credit to Contributor) or by reducing the Capital Contribution Amount (if the prorations and/or adjustments result in a net credit to the Partnership). (c) If the actual amounts of the items prorated and/or adjusted are not known as of the Closing Date, the prorations and/or adjustments will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations and/or re-adjustments will be made on the basis of the actual number figures, and a final computation of the Capital Contribution Amount will be made by Contributor and the Partnership not later than the date that is one hundred eighty (180) days elapsed following the end of the calendar year during which Closing occurs. (d) If the month Closing Date shall occur before the real property tax rate is fixed, the apportionment of Taxes shall be upon the basis of the tax rate for the preceding fiscal year applied to the latest assessed valuation. If, subsequent to the Closing Date, Taxes are determined to be higher or lower than those that were apportioned, a new computation shall be made, and a re-proration or adjustment of the Capital Contribution Amount will be effected. (e) Percentage rent, if any, payable under any Lease shall be prorated with respect to the full lease year or other applicable full period provided for under the Lease in which the Closing occurs: general occurs on a per diem basis as and special county and city real property taxes and special assessments (collectivelywhen collected. The proration of percentage rent, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes any, shall be based on the most recent official tax bills or notice of valuation available aggregate sales for the fiscal full lease year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to applicable full period under the extent permissible for said yearLease, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either by attributing tenant’s specific periodic sales amount to the period before the Closing or to Date and the period after the Closing, then Buyer from and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income Date and expenses shall be prorated as of then applying the Closingapplicable percentage rent percentage. Rents and other income, if any, Any percentage rent collected by Buyer the Company after Closing (including any percentage rent which is delinquent) and pertaining to (i) an entire lease year or accounting period of a tenant under a Lease which ends on a date prior to the Closing shall be applied first to any amounts due to Buyer and then, Date or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the extent Closing Date where such rents lease year or other income relate accounting period begins prior to the period ending on or before the ClosingClosing Date and ends thereafter, such rents or other income shall in both cases be paid to Seller within ten (10) days Contributor promptly after end of receipt by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCompany.

Prorations. The following Except for the income and obligations which are the subject of the TBA, Seller shall be prorated entitled to all income earned or accrued and shall be responsible for all liabilities and obligations incurred or payable in connection with the operation of the Stations through the close of business on the day preceding the Closing Date. Buyer shall be entitled to all income earned or accrued and shall be responsible for all liabilities and obligations incurred or payable in connection with the operation of the Stations after the close of business on the day preceding the Closing Date. All overlapping items of income or expense for which Buyer is not entitled to receive or responsible to pay under the TBA shall be apportioned between Seller and Buyer and Seller as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing Date, in accordance with generally accepted accounting principles with the understanding that Buyer shall only have responsibility for the Assumed Obligations. Items to be apportioned include, but are not limited to, the following: (a) Prepaid expenses arising from payments made for goods or services prior to the Closing Date if all or part of the goods or services have not been received or used prior to the Closing Date (for example, rents paid in advance for a rental period extending beyond the Closing Date); (b) Liabilities, customarily accrued, arising from expenses incurred but unpaid as of the close of business on the basis of the actual number of days elapsed during the month in which day preceding the Closing occurs: general Date (for example, frequency discounts; rent; and special county and city real sales commissions); and (c) Personal property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions utility charges relating to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property Stations. Within thirty (or any portion of the Property30) and allocable either to the period before the Closing or to the period days after the Closing, then Buyer and shall deliver to Seller shall adjust a statement setting forth in reasonable detail the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition basis for prorations pursuant to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Datethis Section, and Buyer shall receive all rents and other income accruingpay to Seller, and or Seller shall pay all other expenses accrued to Buyer, as the case may be, any net amount due as the result of the proration statement (or, if there is a dispute, the undisputed amount thereof). If Seller disputes Buyer's determinations, or, if at any time after delivery of Buyer's statement of determinations any party determines that any item included in the proration is inaccurate or incurredthat an additional item should be included in the prorations, in connection the parties shall confer with regard to the ownership or operation matter and an appropriate adjustment and payment shall be made as agreed upon by them or, if they are unable to resolve the matter, by a firm of Property independent certified public accountants mutually agreeable to the parties, whose decision on or after the Closing Date, all of which rents, other income matter shall be binding and whose fees and expenses shall be prorated as of the Closing. Rents and other income, if any, collected borne equally by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementthem.

Prorations. The following shall (a) Ad valorem taxes and assessments (whether for real estate or personal property) against the Property will be prorated between Buyer and Seller at Closing as of 11:59 p.m. local time the Closing Date based on the tax bills for the year of the day immediately preceding Closing. Buyer will receive at Closing a credit against the Purchase Price in an amount equal to the portion of the taxes and assessments on the Property from the beginning of the current tax year to the Closing Date. If Closing occurs before that year's tax bills are available, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall proration will be based on the most recent official latest tax bills or notice of valuation available rate applied to the latest unappealed tax value. If an estimated proration is made, then after the taxes and assessments for the fiscal year in which the Closing occursoccurs are finally assessed, with due allowance within 30 days after demand, Buyer shall refund to be made for Seller any amount overpaid by Seller or Seller shall pay to Buyer the maximum available discount or other exemptions amount of any deficiency in the proration. Buyer shall cause the Partnership to the extent permissible for said year, pay all taxes and to the extent the tax bills do not accurately reflect the actual Taxes assessed assessments against the Property before they become delinquent. (or any b) Buyer acknowledges that all cash assets of the Partnership will be distributed to Seller prior to the Closing. All income and expenses of the Real Property and Improvements (other than ad valorem taxes and assessments) will be prorated at Closing as of the Closing Date on an accrual basis. All rents actually prepaid for a portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property term on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer offset against the cash portion of Purchase Price. All other income and expense items subject to proration pertaining to the Purchase Price period prior to the Closing Date will be allocated to and paid by Sellers and all income and expense items subject to proration pertaining to the period starting on the Closing Date will be allocated to and paid by Buyer. Seller is responsible for Lease commissions due Seller's employees and locator fees for Leases under which the tenant moves into a unit prior to the Closing Date. Buyer is responsible for locator fees for Leases under which the tenant moves into a unit on or after the Closing Date. All application fees which are not prepaid security deposits shall be retained by Seller. Any income payable in connection with any Service Contract will be prorated, but no lump sum or up front payments paid to Seller with respect to any Service Contract will be prorated. Rent will be prorated based on the Rent Roll provided by the Partnership at the Closing. Escrow Holder No later than 3 business days prior to the Closing Date, Buyer and each Seller shall not be concerned with mutually approve and provide to Closing Agent a schedule of prorations in as complete and accurate a form as possible. No later than 60 days after Closing, each Seller and Buyer shall make appropriate post-closing adjustments to the prorations of income and expenses but in no event will any prorations that are to readjustment be made after the 60th day after the Closing pursuant Date, other than a readjustment of ad valorem taxes and assessments. (c) All Deposits paid as refundable security for rent, cleaning, pet deposits, or any other purposes will be paid to Buyer at Closing and the obligation, if any, to refund the cash deposits to tenants is assumed by Buyer. Except as provided in SECTION 6.3(d), no non-refundable deposits or fees paid by tenants shall be paid or payable to Buyer. (d) Any amounts of so-called "hassle free move-out" payments paid to the Partnership for current leases on the Properties shall be equally split between Seller and Buyer and, at Closing, Seller shall pay to Buyer its share thereof. (e) All deposits and escrows made by Seller with the respective Lenders will be delivered to the Seller at Closing and will be retained by the Seller or will be credited to the Seller at Closing. (f) The obligations of Sellers and Buyer under this AgreementSECTION 6.3 survive the Closing.

Prorations. The Purchase Price set forth in Paragraph 3.0 is subject to the following shall be prorated between adjustments and prorations: 9.1 Plus an amount which will credit SELLER for lease payments which have been paid in advance for time periods on and after Closing ("Prepaid Leases"). Attached as Exhibit 9.1 is a list of Prepaid Leases which Buyer and Seller agree shall be added to the Purchase Price. 9.2 Minus the amounts which will credit Buyer for the following: 9.2.1 Any lease payments for which Buyer becomes obligated relating to any period of time prior to Closing. 9.2.2 Any advertising services delivered by Parent or Buyer on and after Closing for which Seller has already billed or otherwise receives payment. 9.2.3 All items of income and expense listed below relating to the Assets will be prorated as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Seller liable to the extent permissible for said year, such items relate to any time period up to and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before including the Closing Date, and Buyer shall receive all liable to the extent such items relate to periods on or subsequent to the Closing Date; including without limitation (a) personal property, real estate, occupancy and water taxes, if any, on or with respect to the Assets; (b) rents, taxes and other items payable by Seller under any contract to be assigned to or assumed by Buyer; (c) the amount of sewer rents and charges for water, telephone, electricity and other income accruing, utilities and shall pay fuel; (d) all other expenses rentals that are or would be payable or have accrued pursuant to "percentage rental" lease provisions with respect to periods after the Closing Date; and (e) all items paid or incurred, in connection with the ownership or operation of Property payable on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to Date under any amounts due to Buyer and then, obligation specifically assumed to the extent such rents or other income relate not specifically referenced in clauses (a) - (d) above which are normally prorated in connection with similar transactions. A list of percentage leases with the date of expiration is attached hereto as Exhibit 9.2.3; 9.2.4 If current payments with respect to the period ending items to be prorated pursuant to this Section 9.2 are not ascertainable on or before the ClosingClosing Date, such rents or other income payments shall be paid prorated on the basis of the most recently ascertainable ▇▇▇▇ therefor and shall be reprobated between Seller and Buyer when the current bills with respect to Seller such items have been issued and a cash settlement shall be made within ten thirty (1030) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementthereafter.

Prorations. The following adjustments to the Purchase Price shall be made between Seller and Purchaser: (a) The following items, as applicable, shall be prorated between Buyer Purchaser and Seller on a per diem basis as of 11:59 p.m. local time the Closing Date: (i) all nondelinquent real estate taxes, installments of general and special assessments, homeowner's association dues, if any, and fire protection service charges, if any, due and payable in the calendar year in which Closing occurs, based upon the most recent information available to Seller. If Closing shall occur before the tax rate or assessment for the current year is fixed, the initial proration of such taxes or assessments shall be based upon the latest available information. Thereafter, when the actual tax rate for such current year becomes known, Seller and Purchaser shall, outside of escrow and after Closing, re-prorate any such taxes or assessments to the extent that the actual rate thereof was different than the rate used for prorations made at Closing and shall pay, one to the other, any adjustment due as a result of such re-proration; (ii) current rents for the month in which the Closing occurs as actually paid, advance rentals, nonrefundable deposits and other charges, if any, payable by Tenants under the Leases; and (iii) all charges for fuel, water, sewer, electricity and other utility services furnished to the Property which are not metered to Tenants. Seller, to the extent the same is obtainable, shall furnish meter readings for such utilities through the close of business on the day immediately preceding prior to the Closing. If any such meter readings are not so obtainable, then Seller shall provide meter readings as of a date not more than thirty (30) days prior to the Closing Date, and the proration of utility charges shall initially be based upon such prior reading. Upon the taking of actual meter readings first after Closing, such proration shall be readjusted outside of escrow after Closing and Seller or Purchaser, as the case may be, shall promptly pay to the other the amount determined to be so due upon such readjustment. (b) All other items of accrued or prepaid income and expense shall be prorated as of the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills ascertainable amounts of or notice other reliable information for each item of valuation available income and expense. Seller and Purchaser shall duly cooperate with each other and the Title Company in making prorations, adjustments and credits pursuant to this Section 10 and shall, as requested by the Title Company, furnish to the Title Company such information as is in the possession of or obtainable by them to assist in making such prorations, adjustments or credits. In the event, for any reason beyond the fiscal year in which reasonable control of the Closing occursparties hereto, with due allowance information necessary to calculate any proration, adjustment or credit for any item required to be made for the maximum prorated, adjusted or credited under this Section 10 is not available discount or other exemptions prior to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller such items shall adjust the actual Taxes between Buyer and Sellerbe prorated, adjusted or credited outside of Escrow, escrow after Closing as soon as reasonably possible following such information is available, and Seller and Purchaser shall duly cooperate with each other in regard thereto and shall pay, one to the Closingother, any amounts which may be owing as a result of any such subsequent proration, adjustment or credit. In addition the event, at any time within six (6) months after Closing, errors shall be discovered in any prorations, adjustments or credits made pursuant to this Section 10, Seller and Purchaser shall correct such errors and shall pay, one to the foregoing apportionmentsother, any sums owning as a result of such correction. (c) For purposes of all prorations provided for in this Agreement, Seller shall receive be responsible for all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before days up to the Closing Date, and Buyer Purchaser shall receive be responsible for all rents days including and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date. Except as otherwise expressly provided in this Agreement, all of which rents, other income and expenses prorations shall be prorated final. (d) Security deposits, including cleaning and pet deposits, and prepaid rent and any interest thereon, in the amounts set forth in the Leases (or if not set forth therein, as set forth on the Rent Roll) shall be credited to Purchaser at Closing. (e) If on the Closing Date any Tenant is delinquent in the payment of rent, including any additional rent billed but unpaid at the time of Closing, the delinquent rent attributable to the period prior to the Closing shall remain the property of Seller and be paid to Seller if, as and when collected by Purchaser out of the funds received by Purchaser from such Tenant, and no proration of such delinquent rent shall be made at Closing. Rents For a period of one hundred eighty (180) days after Closing, Purchaser shall use reasonable efforts to attempt to collect and shall remit to Seller any such delinquent rents owing to Seller; provided, however, that (i) Purchaser shall be required only to periodically send bills to the Tenant(s) owing such delinquent rent and shall not be required to commence any litigation or undertake any other incomecollection efforts in regard thereto; and (ii) in the event Purchaser collects rent from a person who owes rent for any period of time after Closing and for a period of time prior to Closing, if any, all amounts collected by Buyer after the Closing from such person shall be applied first to any amounts due to Buyer and then, to the extent amount of rents owing by such rents or other income relate to person for the period ending on or before of time after Closing and retained by Purchaser and only the excess, if any, shall be remitted to Seller. (f) Contemporaneously with the Closing, such rents or other income Seller shall be paid deliver to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer Purchaser at the Closing oroffices of Seller's property manager all originals (including computer discs and tapes) of books and records of accounts, contracts, leases, leasing correspondence, receipts for deposits, bills and other papers that pertain to the Property, together with all advertising materials, booklets, keys and other items, if any, used in the Property's operation, provided that Seller, at Seller's optioncost, credited to Buyer against the cash portion may retain a copy of the Purchase Price foregoing items for tax reporting purposes. After the Closing and solely for the purposes of Section 10, Seller, upon at least five (5) days' prior written request to Purchaser, shall have the right to inspect the books and records for the Property located at the office of Purchaser and/or Purchaser's property manager to verify that Purchaser is remitting to Seller the proper amounts according to this Agreement and for any other purpose related to Seller's prior ownership of the Property. (g) The cost of any tenant improvements paid or incurred by Seller for Leases approved by Purchaser and executed after the date of this Agreement shall be paid in full by Seller at or before Closing. Escrow Holder Seller shall supply to Purchaser and Title Company paid invoices and final lien waivers for all such tenant improvement work to the extent performed on or prior to the Closing Date. Any provision of this Agreement to the contrary notwithstanding, after the Effective Date, Seller shall not be concerned with undertake any prorations that are tenant improvement work on any Unit without the prior written consent of Purchaser, such consent not to be made after the Closing pursuant to this Agreementunreasonably withheld, conditioned or delayed.

Prorations. The following 16.1 Real estate and personal property taxes and ground rents under the Ground Leases shall be prorated between Buyer and Seller as of 11:59 p.m. local time midnight of the day immediately before the Closing Date. In the event that the taxes for the year of the Closing are unknown, the tax proration will be based upon such taxes for the prior year and, at the request of either party, such taxes for the year of the Closing shall be reprorated and adjusted when the tax bill for the year ▇▇ ▇he Closing is received and the actual amount of taxes is known. 16.2 Utility bills or charges, where applicable, shall be prorated as of midnight of the day before the Closing Date. The parties shall, to the extent reasonably possible, have utility meters read the day preceding the Closing Date and Seller shall be responsible for paying all utility bills or charges which accrued against the Property prior to midnight of the day before the Closing Date and Purchaser shall be required to pay all utility bills or charges accruing against the Property on or subsequent to midnight of the day before the Closing Date, on the basis with any charge for which a reading could not be made as of the actual number of days elapsed during the month in which day preceding the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for Date being prorated as of midnight of the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be day before the Closing Date using an estimate based on the most recent official tax bills or notice reading for such utility. Purchaser shall, as of valuation available for the fiscal year in which day prior to the Closing occursDate, post with due allowance to be made for the maximum available discount or other exemptions each utility company such deposit as each such utility company shall require, to the extent permissible for said year, and end that Seller's utility deposits shall be refunded to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after Seller following the Closing, then Buyer and Seller after appropriate charge for Seller's utility bills. Purchaser shall adjust secure its own insurance on the actual Taxes between Buyer and Seller, outside Property as of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer Seller shall receive cancel all rents existing insurance policies as of the Closing Date. Purchaser and Seller shall, before and after the Closing, reasonably cooperate with each other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Datethis Section 16.2. 16.3 The parties agree that, except as otherwise specifically stated elsewhere in this Agreement, all of which rents, other income and expenses shall of the Property are intended to be prorated as of midnight of the Closingday before the Closing Date. Rents and other incomePurchaser shall be deemed the owner of the Property, if anyfor the purpose of such calculation, collected for the entire Closing Date. Income shall include all revenue of Seller derived from the operation of the Property. Expenses shall include all expenses from the operation of the Property. Income actually received by Buyer after Seller prior to the Closing in payment for a period subsequent to the Closing shall be applied first appear on the closing statement as a credit to any amounts due to Buyer and then, Purchaser. Expenses actually paid by Seller prior to the extent such rents or other income relate Closing in payment for a period subsequent to the period ending Closing shall appear on or before the Closingclosing statement as a credit to Seller. 16.4 Notwithstanding anything to the contrary in Section 16.3 above, such rents or other income under the Leases, including, without limitation, fixed rent and additional rent, including operating expense and real estate tax pass-throughs (collectively, "Rents"), shall be paid to Seller within ten (10) days after end of addressed in the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.manner set forth in

Prorations. The (a) Contributor and the Partnership shall jointly prepare not less than five (5) days prior to the Closing Date, a closing settlement statement estimating the closing prorations and adjustments of the following shall items (without duplication of one another or any other provision hereof): (i) All rents billed for the month in which the Closing Date occurs will be prorated between Buyer and Seller as of 11:59 p.m. local time of on the day immediately preceding the Closing Date (the “Cut-Off Time”) based on the amounts billed and the actual number of days in the month during which the Closing Date occurs; and Contributor will be entitled to such rent for the period on and before the Cut-Off Time, and the Partnership will be entitled to such rent for the period after the Cut Off Time. All rents payable by each tenant whose Lease commences on or after the Closing shall belong entirely to the Partnership, including any pre-paid rents received by Contributor or the Company. Should rent be received subsequent to Closing by the Partnership or the Company which belongs to Contributor, it will be promptly remitted to Contributor, and should rent be received subsequent to Closing by Contributor which belongs to the Partnership, it will promptly be remitted to the Partnership. If the Company collects any rent after the Closing Date from any tenant who was delinquent in the payment of rent as of the Closing Date, such rent shall be applied by the Company (1) first to the reimbursement of any cost or expense (including attorney fees) incurred by the Company or its agents in collecting such rent, (2) second, the remainder to the calendar month in which the Closing Date occurred, (3) third, the remainder to any calendar month or months following the calendar month in which the Closing Date occurred, until the tenant is current with respect to all rents payable after the Closing Date, and (4) finally any remainder to calendar months prior to the month in which the Closing Date occurred. (ii) An amount equal to all cash tenant security deposits previously received by Contributor (or its predecessors as landlord under the Leases), to the extent not previously returned to such tenants or applied against rent or other obligations of tenants, will be credited to the Partnership. (iii) Rent and other charges owed or paid by Contributor under any ground lease, if applicable, will be prorated as of the Cut-Off Time. (iv) Personal property Taxes, gas, electric, steam, water and sewer charges, and other utility charges (utility charges will be prorated based on the last reading of meters prior to Closing performed at Contributor’s request, if possible) as of the Cut-Off Time. (v) Real property Taxes will be prorated as of the Cut-Off Time. (vi) Amounts owed or paid by Contributor under the Licenses will be prorated as of the Cut-Off Time. (vii) Amounts owed or paid by Contributor under any reciprocal easement agreement will be prorated as of the Cut-Off Time. (viii) Leasing commissions, tenant improvement allowances and other leasing costs for each Lease will be amortized over the term of the Lease in accordance with US GAAP. Leasing costs paid by the Company prior to the Cut-Off Time in excess of the portion of such costs amortized prior to the Cut-Off Time will be treated in accordance with GAAP and credited to Contributor. (ix) An amount equal to any utility deposits posted by the Company with utilities as of the Cut-Off Time will be credited to Contributor. (x) An amount equal to any escrows posted by the Company with the Lenders pursuant to the Loan Documents will be credited to Contributor. (xi) The principal amount of, and all accrued and unpaid interest on the Loan as of the Cut-Off Time will be credited to the Partnership in computing the Capital Contribution Amount. (xii) Except as otherwise provided herein, all other cash, including working capital, bank account balances or other cash-equivalents, held by the Company as of the Cut-Off Date will be credited to Contributor (and will continue to be held by the Company). (xiii) Except as otherwise provided herein, all other liabilities of the Company, current or contingent (e.g., accrued expenses or accounts payable), as of the Cut-Off Time will be credited to the Partnership, to the extent that such liabilities would be required to appear on the Company’s balance sheet prepared in accordance with GAAP. (xiv) Except as otherwise provided herein, all other pre-paid expenses of the Company as of the Cut-Off Time will be credited to Contributor. (xv) All amounts for costs of Closing in accordance with Section 5.2. (xvi) Such other matters as are customarily prorated in similar transactions where the Property is located will be prorated as of the Cut-Off Time. (b) Prorations and/or adjustments shall be effected at Closing by increasing the Capital Contribution Amount (if the prorations and/or adjustments result in a net credit to Contributor) or by reducing the Capital Contribution Amount (if the prorations and/or adjustments result in a net credit to the Partnership). (c) If the actual amounts of the items prorated and/or adjusted are not known as of the Closing Date, the prorations and/or adjustments will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations and/or re-adjustments will be made on the basis of the actual number figures, and a final computation of the Capital Contribution Amount will be made by Contributor and the Partnership not later than the date that is one hundred eighty (180) days elapsed following the end of the calendar year during which Closing occurs. (d) If the month Closing Date shall occur before the real property tax rate is fixed, the apportionment of Taxes shall be upon the basis of the tax rate for the preceding fiscal year applied to the latest assessed valuation. If, subsequent to the Closing Date, Taxes are determined to be higher or lower than those that were apportioned, a new computation shall be made, and a re-proration or adjustment of the Capital Contribution Amount will be effected. (e) Percentage rent, if any, payable under any Lease shall be prorated with respect to the full lease year or other applicable full period provided for under the Lease in which the Closing occurs: general occurs on a per diem basis as and special county and city real property taxes and special assessments (collectivelywhen collected. The proration of percentage rent, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes any, shall be based on the most recent official tax bills or notice of valuation available aggregate sales for the fiscal full lease year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to applicable full period under the extent permissible for said yearLease, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either by attributing tenant’s specific periodic sales amount to the period before the Closing or to Date and the period after the Closing, then Buyer from and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income Date and expenses shall be prorated as of then applying the Closingapplicable percentage rent percentage. Rents and other income, if any, Any percentage rent collected by Buyer the Company after Closing (including any percentage rent which is delinquent) and pertaining to (i) an entire lease year or accounting period of a tenant under a Lease which ends on a date prior to the Closing shall be applied first to any amounts due to Buyer and then, Date or (ii) that portion of a lease year or accounting period of such tenant covering a period prior to the extent Closing Date where such rents lease year or other income relate accounting period begins prior to the period ending on or before the ClosingClosing Date and ends thereafter, such rents or other income shall in both cases be paid to Seller within ten (10) days Contributor promptly after end of receipt by the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCompany.

Prorations. The following All current rent, reimbursements and other income from the Property and all current taxes, assessments, utilities, maintenance charges and similar expenses of the Property, determined using the accrual method of accounting, shall be prorated between Buyer Optionor and Seller Optionee as of 11:59 p.m. local time the Closing Date and, to the extent of information then available, such prorations shall be made at the day immediately preceding Closing. Optionor and Optionee shall use their best efforts prior to the Closing Date to prepare a schedule of prorations covering as many items to be prorated as practicable so such prorations can be made at the Closing. Such prorations shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Optionor and Optionee agree to cooperate and to use their best efforts to complete such prorations no later than thirty (30) days after the Closing Date, except for any annual reconciliation of expense reimbursements payable by tenants which cannot be completed until the final accounting for the year has been prepared. Monthly income and expense items shall be prorated on the basis of a thirty (30) day month. Such income and expenses of the actual number of days elapsed during Property for the month in which period before the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") Date shall be for the tax account of Optionor and such income and expenses for the period then in effect on and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes after the Closing Date shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which account of Optionee. Security deposits, other refundable deposits, and similar prepaid rents shall be credited to Optionee and charged to Optionor at the Closing occursClosing. Optionor shall pay all taxes, with due allowance to be made assessments, invoices for the maximum available discount goods furnished or services supplied, and other exemptions expenses relating to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and that are allocable either to the period before the Closing or Date. Optionor shall immediately pay to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive Optionee all rents and other income accrued, and shall pay all other expenses accrued received by Optionor either before or incurred, in connection with the ownership or operation of Property before after the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with Date that are allocable to the ownership or operation of Property period on or after the Closing Date, all of which rents, other income and expenses . Optionor shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after solely responsible for collecting rents or charges that became due from tenants before the Closing Date. If any such rents or charges are received by Optionee, then Optionee shall pay such rents or charges to Optionor but all money received by Optionee shall be applied first to any amounts rent that accrues or becomes due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The At Closing, the following prorations shall be prorated between Buyer and Seller made as of 11:59 p.m. local time of the day immediately preceding midnight on the Closing Date. Seller shall furnish to Purchaser and Title Company a draft Closing Statement three (3) days prior to the expected Closing Date containing the following pro-rations of income and expense and the apportionment of taxes: (a) All collected rents and other income with respect to the Property, on the basis of the actual number of days elapsed during if any, for the month in which the Closing occurs: general , and special county real estate and city real personal property taxes and special other assessments (collectively, "Taxes") with respect to the Property for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the date of Closing. Rents If the Closing shall occur before all of the rents from the Property have actually been paid for the month in which the Closing occurs, the apportionment of any such rent shall be upon the basis of such rents actually received by the Seller. Subsequent to the Closing, if any rents for the month of closing, or for prior rental periods, are actually received by Purchaser, promptly after its receipt of such rents, Purchaser shall apply first, to satisfy such tenant’s current due and owing rent obligations relating to the period after the Closing Date; second, to satisfy such delinquent rent obligations relating to the period in which the Closing Date occurred; and third, to satisfy such delinquent rent obligations relating to the period prior to the Closing Date. Purchaser shall make a good faith effort and attempt to collect any such rents not apportioned at the Closing, for the benefit of Seller. Purchaser shall receive credit against the Purchase Price for the amount of any refundable and non-refundable security deposits and fees for which the Seller is accountable (plus accrued interest thereon as required by law), cleaning, administrative, redecorating, pet, key or other incomedeposits and fees (with the exception of application fees) and prepaid rentals for a later calendar month. Upon Closing, Purchaser shall assume Seller’s obligations for such fees as noted herein to the extent Purchaser has received credit against the Purchase Price for such fees. Purchaser will defend, indemnify, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits or other fees credited to Purchaser. Seller will indemnify and hold Purchaser harmless from and against any demands and claims made by tenants arising out of any security deposits not credited to Purchaser. For utility charges, Seller and Purchaser shall use their best efforts to cause all utility ▇▇▇▇▇▇▇▇ to be closed and billed by the respective utility companies as of the Closing Date in order that utility charges may be separately billed for the periods prior to and after the Closing Date. In the event any such utility charges are not separately billed, the same shall be prorated. In connection with any such proration, it shall be presumed that utility charges were uniformly incurred during the billing period in which the Closing Date occurs. (b) If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon one hundred five percent (105%) the basis of the tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment; provided, however, if the taxes for such period increase due to a valuation of the Property that is due solely to the sale of the Property to Purchaser, Seller shall not be allocated any portion of said increase resulting from such revaluation. Seller shall pay all special tax assessments, if any, collected by Buyer after pending against the Closing shall be applied first to any amounts due to Buyer and then, Property prior to the extent such rents or other income relate to Closing. (c) Intentionally omitted (d) Intentionally omitted (e) Intentionally omitted (f) Any ▇▇▇▇▇ cash maintained at the period ending on or before Property for day-to-day operations shall remain the property of Seller at Closing. (g) The agreements of Seller and Purchaser set forth in this Section 6.3 shall survive the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local If the Purchase Price is received by Seller’s depository bank in time of the day immediately preceding to credit to Seller’s account on the Closing Date, on the basis day of the actual number of days elapsed during the month in which the Closing occurs: general shall belong to Buyer and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance all prorations hereinafter provided to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion as of the Property) and allocable either to Closing shall each be made as of the period before end of the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property day before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against If the cash portion of the Purchase Price at is not so received by Seller’s depository bank on the ClosingClosing Date, then the day of Closing shall belong to Seller and such proration shall be made as of the end of the day that is the Closing Date. Escrow Holder In each such proration set forth below, the portion thereof applicable to periods beginning as of Closing shall be credited to Buyer or charged to Buyer as applicable and the portion thereof applicable to periods ending as of Closing shall be credited to Seller or charged to Seller as applicable. The parties acknowledge and agree that the Lease is a fully triple net lease such that Buyer, as tenant, is responsible to pay directly, or reimburse Seller for, any and all expenses incident to the ownership, operation and maintenance of the Premises, in each case as required under the Lease. As a result, the parties shall not be concerned engage in normal and customary prorations. However, at Closing, Buyer shall pay or credit to Seller any and all of the following: (i) all Rent (as defined in the Lease) owing from Buyer, as tenant, to Seller (such amounts, “Rental Amounts”) under the Lease for the portion of the month in which closing occurs occurring prior to Closing and any period prior to Closing to the extent not previously paid by Buyer to Seller, including, but not limited to, any rental delinquencies; and (ii) all sums advanced or paid by Seller for real estate taxes, operating expenses, general assessments or special assessments related to the Premises for any period prior to or subsequent to the Closing to the extent not previously paid or reimbursed by Buyer, including, but not limited to, real estate taxes paid by Seller with respect to any prorations period prior to or subsequent to the Closing and not yet reimbursed. At Closing, Seller shall credit to Buyer any Rental Amounts paid by Buyer that are allocable to be made the period from and after Closing; provided, however, that Seller shall retain all amounts of additional rent previously paid by Buyer to Seller on account of common area maintenance expenses, real estate taxes, insurance expenses or other expenses to the extent incurred by Seller on account of expenses allocable to the Premises prior to or after Closing pursuant to this Agreementand previously paid by Seller.

Prorations. The following items shall be prorated between Buyer Seller and Seller Purchaser (with Purchaser deemed to be holding title as of 11:59 p.m. local time of the day immediately preceding the Closing Date): a. All ad valorem and other real estate taxes with respect to the Property (collectively, the “Taxes”) shall be prorated as of 12:01 a.m. on the Closing Date. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of the Taxes shall be made upon the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") tax rate for the immediately preceding tax period then in effect and insurance premiums year applied to the latest assessed valuation of the Property. Within thirty (but only if Buyer is assuming Seller's insurance policy or policies). Proration 30) days after the actual amount of the Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursoccurs are determined, with due allowance to be made for Seller and Purchaser shall adjust the maximum available discount proration of the Taxes and Seller or other exemptions Purchaser, as the case may be, shall pay to the extent permissible for said year, other any amount required as a result of such adjustment. All unpaid taxes and to the extent the tax bills do not accurately reflect the actual Taxes taxes assessed against the Property for prior years due to a change in use or ownership of the Property shall be paid by Seller. Notwithstanding the foregoing, there will be no proration of taxes between the parties pursuant to this provision for which the payor is entitled to or has received a reimbursement from USPS. b. All rent and other amounts payable under the Lease shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall be charged with and Purchaser shall receive a credit against the Purchase Price for (i) any rent and other amounts collected by Seller prior to the Closing Date, but applicable to any period after the Closing Date and (ii) any security deposits held by Seller and prepaid rents received by Seller under the Lease. Rent is deemed to be delinquent when payment thereof is due on or prior to Closing but has not been made by Closing. Delinquent rent shall be prorated between Purchaser and Seller as of the Closing as if Seller had received such rent and consequently, Seller shall not be entitled to any credit or increase to the Purchase Price as a result of such delinquent rent. Seller is permitted to pursue Tenant for delinquent rent that was due prior to Closing, but agrees to do so in a commercially reasonable manner (provided, however, that: (a) Seller shall not seek to have Tenant’s possession of the Land and the Improvements under the Lease terminated; and (b) Seller shall not be entitled to any rent received from Tenant after the Closing unless Tenant is current in its rent obligations to Purchaser for periods occurring from and after Closing). Delinquent rent collected by Purchaser (if any), net of the costs of collection (including attorneys’ fees), shall be applied first against those amounts currently due (or any portion of the Propertyto be due within ten (10) days) and allocable either then to amounts most recently overdue. Any payments due to Seller as a result of collected delinquent rent shall be payable by Purchaser to Seller upon receipt thereof. In the period before event Seller receives the Closing or to the period rental check from Tenant after the Closing, then Buyer and Seller shall adjust it was not a part of the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentsrent proration, Seller shall receive all immediately remit to Purchaser the full amount of the check received. Both parties acknowledge that USPS rents and other income accruedare paid in arrears, at the end of month, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, be adjusted accordingly. c. All other income and operating expenses of the Property, including, without limitation, public utility charges, maintenance, management, and other service charges, and all other normal operating charges shall be prorated as of the Closing. Rents Closing Date based upon the best available information (it being understood that, unless otherwise indicated, Seller shall pay all amounts due with respect to the Property that accrue prior to the Closing Date), or, in Purchaser’s sole discretion, moved into Purchaser’s name as of the Closing Date. d. With respect to leasing commissions, tenant finish costs, costs associated with architectural plans and other incomespecifications, utility splits, and demising costs, if any, collected by Buyer after the Closing Seller shall be applied first to any amounts due to Buyer and then, to responsible for the extent payment of all such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price costs at the Closing. Escrow Holder . e. For purposes of proration only, Purchaser is deemed to own the Property on the Closing Date. f. This Section 3.06 shall not be concerned merge with any prorations that are to be made after the Closing pursuant to this AgreementDeed and shall survive the Closing.

Prorations. The following shall items are to be prorated apportioned between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding before the Closing Date, except as otherwise set forth below: (a) Rents and Charges. Basic rents, percentage rents and payments or reimbursements for taxes, utilities and operating expenses and all other charges or reimbursables as and when collected under the Leases including without limitation charges for any special services provided to any Tenant, overtime HVAC or special cleaning (collectively, the "Rents"); provided, however, that all Rents collected after the Closing under the Leases shall be applied, on a Lease by Lease basis and unless any Tenant specifies otherwise with respect to a payment, first, to satisfy obligations attributable to the payment period in which Closing occurs, second, in payment of Rents due and payable for the period after the Closing Date, and third, after Rents for all current periods have been satisfied in full, in payment of Rents in arrears for the periods prior to the payment period in which the Closing occurs. At Closing, Seller shall assign to Buyer all of its claims or causes of action against existing Tenants, if any, provided, however, that if any such Tenant files a counterclaim or initiates an action against Seller which is not covered by Buyer's indemnity provided for under Section 33 below, then Seller shall retain such claims or causes of action (or such claims or causes of action shall be reassigned to Seller) to the extent necessary for Seller to assert a complete setoff or other defense against such Tenant's counterclaim or other action. If at the time of Closing (as reflected in a schedule to be delivered by Seller at Closing of all amounts known to Seller as due and payable by any Tenant for the period prior to Closing but uncollected as of Closing, whether or not past due) or thereafter there are Rents owed by Tenants to Seller, then Buyer will make commercially reasonable efforts, without suit, to collect the same for the account of Seller and any such Rents, if received, shall have been received by Buyer for the account of Seller and will be remitted by Buyer to Seller within 15 days of receipt. If, however, Buyer, in its sole discretion, elects to s▇▇ any Tenant for Rents in arrears for periods after Closing, Buyer shall include in such suit (and, upon recovery, pay to Seller) amounts due Seller from such Tenant (net of any prior collections and payments to Seller) for periods prior to Closing and Seller shall be responsible for incremental legal fees and expenses, if any, reasonably incurred by Buyer's counsel in prosecuting such action on Seller's behalf at the same time it is prosecuting such action on Buyer's behalf. Notwithstanding the foregoing, as to any Rents due Seller which are unpaid as of the date which is 45 days after such Rents are due, at Seller's option upon written notice to Buyer, Seller may for its own account, take such action as it may deem advisable to recover such past due Rents including the exercise of all legal or equitable remedies (except that Seller may not exercise any right to terminate a Lease, evict a Tenant or attach any Rents that become due after Closing) and from and after the date Seller gives Buyer notice of the exercise of such right, that part of the Rents due Seller which Seller elects to collect shall be deemed reassigned to Seller without any further document or instrument, and Buyer shall be released from any further obligation to make any efforts to collect such amounts except to reasonably cooperate with Seller's collection efforts (and Seller further agrees promptly to deliver to Buyer copies of all correspondence and legal papers filed in connection with such recovery efforts by Seller). Subject to the foregoing, Buyer shall also provide Seller with a written report on a monthly basis setting forth the status of the billing and collection of the Rents attributable to all periods prior to Closing. Seller expressly agrees that if Seller receives any Rents directly from Tenants after the Closing Date, Seller shall remit same to Buyer (but only to the extent such Rents have not been reassigned to Seller as provided herein) within 15 days after receipt thereof and Buyer shall deliver to Seller the amount thereof, if any, to which Seller is entitled pursuant to the terms hereof within 15 days after receipt thereof. All prepaid Rents and charges for the period following the Closing and all cash security or other cash deposits of Tenants held by Seller shall be paid over (or credited) by Seller to Buyer at Closing. Buyer shall also provide Seller with a written report on a monthly basis setting forth the status of the billing and collection of the Rents attributable to all periods prior to Closing. Except as set forth herein, Seller shall not be entitled to collect or attempt to collect Rents from Tenants except those whose Leases or rights to possession under the Leases have been terminated and have vacated their premises. (b) All percentage rentals received under the Leases for the year in which the Closing Date occurs shall be apportioned between Buyer and Seller pro-rata based on the percentage of such year the Project is owned by each. All other charges to or contributions by Tenants under the Leases for the period under such Leases which includes the Closing Date, including without limitation, payments or reimbursements, whether for taxes, utilities, other operating expenses or otherwise, shall be apportioned on the basis of the ratio which the expenses actually paid by each party for such period bears to the total of all expenses with respect to such period for which such payment was made by the Tenant. Such apportionments shall be adjusted as soon as practicable after the end of the current lease year, and at such time Buyer shall furnish Seller with statements in reasonable detail showing the calculation of such apportionments, rents and payments, and any adjustments shall be allocated for the portion to which it applies. If either Seller or Buyer shall have collected more than its share of such amounts payable under any Lease pursuant to this Section, such party shall promptly remit to the other the amount of such excess. If any Tenant is entitled to refunds of any such rents or charges, such refunds shall be paid by the party hereto that received such rents or charges. (c) Real property taxes and assessments and refunds for the tax year in which the Closing occurs. In the event a final tax b▇▇▇ is not available for such year at the Closing, the required proration shall be made on the basis of the most recent available tax b▇▇▇ and a further proration shall be made between the parties when the tax b▇▇▇ for the tax year in which the Closing occurs becomes available. If any proceeding for certiorari or other proceeding to determine the assessed value of the Project or the real property taxes payable with respect to the Project shall have been commenced prior to, and is pending as of, the Closing Date (a "Tax Protest"), Buyer and Seller shall agree upon the certiorari counsel who shall continue the prosecution of such proceeding or proceedings to completion. Buyer shall have the authority to settle or compromise any claim relating solely to the tax year in which the Closing Date occurs and the tax years thereafter and to receive and deliver to Seller any real estate tax refunds or abatements due to Seller net of costs of collection and refunds due to Tenants. Buyer shall consult with Seller with respect to settling or compromising claims relating to the tax year in which the Closing Date occurs. Seller shall have the right to be promptly informed as to the status of such proceedings. Seller shall have the authority to settle or compromise any claim relating solely to any tax year prior to the tax year in which the Closing Date occurs and to keep all amounts received on such claims, net of any refunds due to Tenants. The parties agree to cooperate with each other, and to execute any and all documents reasonably requested by the other party, in furtherance of the foregoing. (d) Fees and charges under such of the Service Contracts as are being assigned to and assumed by Buyer at the Closing, on the basis of the actual number periods to which such Service Contracts relate. (e) Utility charges, including water, sewer, steam, electricity and gas, vault taxes and maintenance charges, if any, for sewers (other than those charges required to be paid directly to the utility companies by any Tenant under its Lease). In conjunction with such prorations, Seller will assign to Buyer all utility deposits which are assignable (and Seller shall be credited with such amounts) and notify, or cause to be notified, all utilities servicing the Project of days elapsed during the month change in which ownership and direct that all future b▇▇▇▇▇▇▇ be made to Buyer at the address of the Project with no interruption of service. Seller shall use its reasonable efforts to procure final meter readings for all utilities as of the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, Date and to the extent the tax have bills do not accurately reflect the actual Taxes assessed against the Property rendered directly to Seller. (or any portion of the Propertyf) and allocable either At least three (3) business days prior to the period before the Closing or to the period after the Closing, then Buyer and Seller jointly shall adjust prepare a closing statement, subject to and in accordance with the actual Taxes between Buyer terms hereof, indicating the net amount due to either party as a result of the adjustments and Seller, outside prorations provided for herein. Any errors in the calculation of Escrow, apportionments shall be corrected or adjusted as soon as reasonably possible following practicable (but not more often than monthly) after the ClosingClosing Date. In addition If it is impracticable to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before apportion certain items hereunder on the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses such items shall be prorated apportioned and paid as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collectedsoon as practicable thereafter. Buyer shall incur no obligation agrees to Seller take necessary actions after Closing in a timely manner in order to make the adjustments and reprorations provided for hereunder, including, without limitation b▇▇▇▇▇▇▇ to Tenants and completion of Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller undertakings pursuant to tenant leases Subsection (b) above (other than collections) no later than April 30, 2000. (g) The provisions of this Section 5.1 shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the survive Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between Buyer Rents and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Dateany other amounts payable by Tenant, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyand, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearnot otherwise paid directly by the Tenant under the Tenant Lease, personal property taxes, installment payments of special assessment liens, vault charges, sewer charges, utility charges and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (normally prorated operating expenses actually collected, billed or any portion paid as of the Property) and allocable either to the period before the date of Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the date of Closing and be adjusted against the Purchase Price due at the Closing, provided that within sixty (60) days after the Closing, Purchaser and Seller will make a further adjustment for such rents, taxes or charges which may have accrued or been incurred prior to the date of Closing, but not collected or paid at that date. Rents All prorations shall be based upon the actual number of days of ownership of the Property. Seller shall be responsible for all leasing commissions and other income, if any, collected by Buyer leasing costs due and payable prior to the Closing Date with respect to the Tenant Lease. Purchaser shall be responsible for all leasing commissions and other leasing costs attributable to any new leases executed on or after the Closing shall be applied first to Date or the renewal, extension or expansion of any amounts due to Buyer and then, existing lease after the Closing Date to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month Purchaser enters into any leasing agreement in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals leasing commissions and other leasing costs are payable in connection with the renewal, extension or other income. All security and expansion of any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made existing lease after the Closing pursuant Date. Seller represents and warrants that there are no leasing commissions or other leasing costs due and payable now or in the future under any agreement to which Seller or any of its affiliates is a party with respect to the Tenant Lease. The terms and provisions of this Agreementsection shall survive Closing hereunder.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of (a) At the day immediately preceding Closing, utility charges for the Closing Date, on the basis of the actual number of days elapsed during the month billing period in which the Closing occurs: general and special county and city real , personal property taxes attributable to the Facility, and special assessments any other items of revenue or expense attributable to the Facility (collectively“Prorated Items”), "Taxes") including, but not limited to Bed Taxes (defined herein)/user fees, shall be prorated between Existing Operator and New Operator as of the Closing Date. In general, such prorations shall be made so as to reimburse Existing Operator for prepaid expense items to the extent such expense items are attributable to periods after the Closing and to charge Existing Operator for expenses accrued but unpaid as of the Closing. The intent of this provision shall be implemented by New Operator remitting to Existing Operator any invoices for Prorated Items that reflect a service date before the Closing and by New Operator assuming responsibility for the tax period then payment of any invoices for Prorated Items that reflect a service date after the Closing with any overage or shortage in effect payments by either party to be adjusted and insurance premiums paid as provided in Sections 1.7(b) and (but only if Buyer is assuming Seller's insurance policy or policiesc). Proration Notwithstanding the foregoing, New Operator acknowledges and agrees that it shall have no right, title or interest in and to any retroactive workers compensation insurance program payments whether or not the same are paid prior to or after the Closing Date if and to the extent they relate to any period prior to the Closing Date. For the avoidance of Taxes doubt, any Bed Tax or similar provider taxes or fees shall be prorated between Existing Operator and New Operator based on the period of its operation of the Facility occurring before and after the Closing Date, as the case may be, including, but not limited to, any such assessments made by the State of Georgia and/or paid by Existing Operator prior to the Closing Date that would apply to operation of the Facility after the Closing Date. (b) Any and all deposits paid by Existing Operator with respect to the Facility including, without limitation, any and all equipment lease, security and/or utility deposits paid to and/or cash or other collateral held by any equipment lessor or by any utility, insurance company or surety, shall remain the sole and exclusive property of Existing Operator and New Operator shall have no right or interest therein or thereto, and to the extent that Existing Operator does not receive a return of any such deposit on the Closing Date and such security deposit has been assigned to and assumed by New Operator, New Operator shall reimburse Existing Operator on the Closing Date or at some later date when an assignment takes place, the amount of any such security deposit assumed by New Operator. In furtherance of the foregoing, New Operator and Existing Operator shall cooperatively work to transition the utilities serving the Facility into the name of New Operator effective as of the Closing Date. (c) All such prorations shall be made on the basis of actual days elapsed in the relevant accounting, billing or revenue period and shall be based on the most recent official tax bills or notice of valuation information available for to Existing Operator. Without limiting the fiscal year in which the Closing occursforegoing, with due allowance to water, electricity, sewer, gas, telephone and other utility charges shall be made for the maximum available discount or other exemptions based, to the extent permissible practicable, on final meter readings and invoices covering the period of time through the Closing Date. Utility charges which are not metered and read for said yearthe Closing shall be estimated based on prior charges, and to shall be re-prorated upon receipt of statements, therefore. (d) To the extent possible and based on reasonable estimates, the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller Parties shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following make all prorations at the Closing. In addition All amounts owing from one party hereto to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer party hereto that require adjustment after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller settled within ten thirty (1030) days after end the Closing Date or, in the event the information necessary for such adjustment is not available within said thirty (30) day period, then as soon thereafter as practicable. (e) Within thirty (30) days after Closing, New Operator shall transfer to Existing Operator an amount equal to any p▇▇▇▇ cash remaining at the Facility as of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. (a) The following parties intend that Seller shall operate for its own account the business conducted at the Branch Offices until the Effective Time, and that Purchaser shall operate such business for its own account on and after the Effective Time. Thus, for purposes of this Agreement, items of proration and other adjustments shall include, without limitation: (i) rental payments under the Leases and payments under the Assumed Contracts; (ii) sales, transfer, excise and use taxes and personal and real property Taxes and assessments arising from the Leases, or otherwise from the Branch Offices (determined by assuming that the taxable year or period ended at the Effective Time and in accordance with Section 2.4(b)); (iii) Federal Deposit Insurance Corporation (“FDIC”) deposit insurance assessments for Deposit Liabilities (excluding any special or prepaid assessments paid or to be paid by Seller, including the prepaid assessment collected by the FDIC on December 30, 2009, which in either case shall not be prorated and the total amount of which shall remain with Seller), (iv) trustee or custodian fees on ▇▇▇ accounts that are transferred to Purchaser as part of the Transferred Assets; (v) prepaid expenses and items and accrued but unpaid liabilities a portion of which is attributable to periods after the Effective Time (it being understood that Purchaser shall have no liability for any accrued but unpaid liabilities attributable to Excluded Assets or Excluded Liabilities), as of the close of business on the Closing Date; and (vi) prepaid safe deposit rental payments previously received by Seller, reduced by applicable past due payments with respect to corresponding safe deposit box rentals. (b) Seller shall be prorated between Buyer responsible for fifty percent (50%) of all Transfer Taxes that may be imposed on the purchase and sale of the Transferred Assets and Purchaser shall be responsible for the other fifty percent (50%) of such Transfer Taxes. “Transfer Taxes” means all sales, use, value added, excise, registration, documentary, stamp, transfer, real property transfer, recording, and other similar Taxes and fees (together with any interest, penalties or additions to Tax or additional amount imposed). The parties shall cooperate in good faith to minimize such Transfer Taxes to the extent legally permissible. Purchaser and Seller shall apportion pro rata all real property and personal property Taxes paid or payable in connection with the Transferred Assets. Such apportionment shall be made on a per diem basis as of 11:59 p.m. local time of the day immediately preceding Closing Date and shall be based upon the fiscal year for which the same are assessed. In the event that the applicable tax ▇▇▇▇, or other information reasonably necessary for computing any such apportionment is not available on the Closing Date, the apportionment shall be made at Closing on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city next-preceding fiscal year’s real property taxes and special assessments personal property Taxes. Within thirty (collectively, "Taxes"30) for calendar days after receipt by the parties of the applicable tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount ▇▇▇▇ or other exemptions to the extent permissible information reasonably necessary for said yearcomputing such apportionment, Purchaser and to the extent the tax bills do not accurately reflect Seller shall apportion the actual Taxes assessed against the Property (or any portion of the Property) and allocable and, if either to the period before the Closing or to the period after the party paid more than its proper share thereof at Closing, then Buyer and Seller the other party shall adjust promptly reimburse such party for the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementamount so expended.

Prorations. The following (a) Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the business and operation of the Purchased Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Seller liable to the extent permissible for said year, and such items relate to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either time period prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive liable to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the business and operation of the Purchased Assets; (ii) Rent, Taxes and all other items (including prepaid services or goods not included in Inventory) payable by or to Seller under any of Seller's Agreements assigned to Buyer pursuant to Section 2.1(d) hereof; 176 (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other income accruing, utilities; (v) Rent and shall pay all Taxes and other expenses accrued or incurred, in items payable by Seller under the Real Property Agreements assigned to Buyer; and (vi) Dues and fees payable to industry organizations under Seller's Agreements assumed by Buyer pursuant to Section 2.1(d) hereof. (b) In connection with the ownership prorations referred to in (a) above, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the actual Taxes or operation other amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of Property the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) including and after the Closing Date, all of which rents, . Seller and Buyer agree to furnish each other income and expenses shall be prorated as of the Closing. Rents with such documents and other income, if any, collected by Buyer after the Closing shall records as may be applied first reasonably requested in order to any amounts due to Buyer confirm all adjustment and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be proration calculations made after the Closing pursuant to this AgreementSection 3.5.

Prorations. The following shall be prorated apportioned on a per diem basis as of 12:01 a.m. of the Closing Date ("Adjustment Date") and adjusted between Buyer the parties on the basis of the number of days in the month of the Closing with respect to each Property for items that are payable on a monthly basis and, for items that are not paid on a monthly basis, such items shall be adjusted on the basis of the number of days applicable to such period, with Seller receiving a credit for all amounts prepaid by Seller for any period from and after the Closing Date and Seller as of 11:59 p.m. local time of charged with any unpaid charges for the day immediately preceding period prior to the Closing Date: (a) Real estate and other taxes, assessments and charges, and other municipal and State charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the actual number fiscal period for which assessed or charged; (b) Water, electric, gas, steam and other utility charges for service furnished to the Property; (c) Fuel, if any, and all taxes thereon, on the basis of days elapsed during a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (the "Rents") paid under the terms of the Leases for the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or thereafter; (e) Any amounts paid or payable under any Service Contracts being assigned to the period after the Closing, then Buyer Buyer; (f) All costs associated with telephone directory listings and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and any other income accrued, and shall pay all prepaid advertising; (g) Any other expenses accrued or incurred, customary adjustments made in connection with the ownership or operation sale of Property before similar type buildings. There will be no proration of insurance costs at Closing. Except as may be otherwise provided herein, all other expenses and liabilities which are attributable to the period prior to the Closing DateDate shall be the obligation of Seller and those which are attributable to the period from and after the Closing Date shall be the obligation of Buyer. To the extent there are items of prepaid income, and Buyer shall receive all rents a credit attributable to the period from and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses accounts shall be prorated as of the Closing Date and purchased in cash by Purchaser or credited against cash due to Seller or due from Purchaser, as applicable: (a) Real estate, personal property taxes, ad valorem taxes and sanitary sewer assessments and similar impositions on the Property (the “Taxes”) if any, for the period prior to Closing shall be prorated as of the Closing Date. The Taxes for the year in which the Closing occurs shall be prorated as of the Closing Date based on the assessment for that year if the assessed value and applicable rates are known at the time of Closing. Rents ; otherwise, Taxes shall be prorated on the basis of the most recent ascertainable assessed value and other incomerates. (b) All prepaid rents and amounts payable under the leases, license agreements, service, operating and maintenance contracts assigned to and assumed by the Purchaser, as set forth herein, to the extent same shall cover periods subsequent to Closing shall be credited to Seller. (c) Amounts prepaid as fees for business permits and licenses which are permitted by law to be assigned to and credited to Seller. (d) Refundable deposits paid to Seller as lessor under leases or agreements that Purchaser agrees to assume and advance deposits received by Seller for reservations on and after the date of Closing shall transfer to Purchaser, and Purchaser shall thereupon acquire and assume all of Seller’s rights and obligations, if any, collected by Buyer after in and to such deposits. (e) All charges for utilities and telephones shall be prorated as of the Closing Date. Purchaser shall transfer all utilities including telephones into its name as of the Closing Date and shall pay all charges therefor from and after Closing. (f) All Lender Held Escrows shall be applied first to any amounts due to Buyer assumed by Purchaser and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid credited to Seller within ten (10) days after end as of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following Except to the extent otherwise specifically provided for herein and except to the extent the Book Value of such Liabilities are not deducted from the Aggregate Purchase Price in accordance with Section 2.03(a), Schedule 2.03(a)(1) and Schedule 2.03(a)(2), (i) all payments under or pursuant to any Assumed Contract (including document custodial arrangements and applicable insurance policies) or Contract for the Seller Licensed Intellectual Property, (ii) all items of income and expense with respect to the Owned Real Property and the Leased Real Property, and (iii) all real and personal property Taxes related to the Purchased Assets, whether or not payable after the Second Closing Date, shall be prorated between Buyer the Sellers and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Purchaser on the basis of a 365 day year, or for contracts payable on a monthly basis on the actual basis of a 30 day month, and the number of days elapsed during and days remaining in the month in which applicable period through the end of the Second Closing occurs: general Date. With respect to the real and special county and city real personal property taxes and special assessments (collectivelyTaxes, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes such proration shall be based on the most recent official tax bills or notice assessments of valuation available the real property and the personal property located thereon for the fiscal year in which Taxing period(s) prior to the Second Closing occurs, with due allowance Date and the then applicable Tax rates. With respect to be made any products sold (or services rendered) pursuant to any Assumed Contract or Contract for the maximum available discount or other exemptions Seller Licensed Intellectual Property, the Sellers and Purchaser shall use commercially reasonable efforts to arrange for vendors to ▇▇▇▇ the extent permissible for said yearSellers directly, through and to including the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Second Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or Purchaser directly after the Second Closing Date. To the extent that vendors ▇▇▇▇ the Sellers after the Second Closing Date for any such products or services provided after the Second Closing Date, all of which rentsthe Sellers shall forward such bills to Purchaser, other income and expenses Purchaser shall be prorated as of pay such bills when due. To the Closing. Rents and other income, if any, collected by Buyer extent that vendors ▇▇▇▇ Purchaser after the Second Closing Date for any such products or services provided before the Second Closing Date, Purchaser shall be applied first forward such bills to any amounts the Sellers, and the Sellers shall pay such bills when due to Buyer and then, to the extent such rents bills are not otherwise included in the calculation of the Aggregate Purchase Price or other income relate otherwise included in the True-up Payment. A final determination of all amounts prorated pursuant to this Section 2.03(g) shall occur at the time Purchaser prepares and delivers to the period ending on Sellers the Post-Closing Statement in accordance with Section 2.04, and any payment required by the Sellers or before the Closing, Purchaser pursuant to such rents or other income determination (“True-up Payment”) shall be paid to Seller within ten (10) days after end of the month reflected in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementAdjustment.

Prorations. The following (a) Buyer and Sellers agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the business and operation of the NMP-2 Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Sellers liable to the extent permissible for said year, of their respective Proportionate Ownership and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or such items relate to any portion of the Property) and allocable either time period prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive liable to the extent of the aggregate of Sellers' Proportionate Ownership and to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the business and operation of the NMP-2 Assets; (ii) Rent, Taxes and all other items (including prepaid services or goods not included in Inventory) payable by or to Sellers under any of Sellers' Agreements or the Non-material Contracts; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other income accruing, utilities; and (v) Rent and shall pay all Taxes and other expenses accrued or incurred, in items payable by Sellers under the Real Property Agreements assigned to Buyer. (b) In connection with the ownership prorations referred to in (a) above, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the actual Taxes or operation other amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of Property the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) including and after the Closing Date, all of which rents, . Sellers and Buyer agree to furnish each other income and expenses shall be prorated as of the Closing. Rents with such documents and other income, if any, collected by Buyer after the Closing shall records as may be applied first reasonably requested in order to any amounts due to Buyer confirm all adjustment and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be proration calculations made after the Closing pursuant to this AgreementSection 3.5.

Prorations. The following All items which would normally and customarily be prorated in a real estate sale, including real estate taxes, personal property or use taxes, and sales taxes, installments of general and special assessments due and payable in the year of Closing, utility bills, annual installments of any assessment, amounts due or revenues under the Assumed Property Contracts and any prepaid amounts related to the foregoing, shall be prorated between Buyer and Seller as of 11:59 p.m. local time of on the day immediately preceding before the Closing Date, with Seller being charged and credited for all of same prior to the Closing Date, and Purchaser being charged and credited for all of same on and after the Closing Date. Rent and other amounts due by the GSA Tenant under the GSA Lease will be prorated as of the Closing Date and will be paid to the party entitled to receive such payment promptly upon being collected. Taxes will be prorated using the maximum discount allowed by law. If the actual amounts of certain agreed upon items to be prorated are not known as of the Closing Date, the prorations shall be made on the basis of the actual number of best evidence then available; provided that, within one hundred twenty (120) days elapsed during the month in after Closing, Purchaser and Seller will make a further adjustment for all such amounts which may have accrued or been incurred prior to the Closing occurs: general and special county and city Date (including, but not limited to, real property taxes and special assessments (collectivelyestate taxes), "Taxes") for but not received or paid at that date. In the tax period then event that any item of income or expense is prorated at Closing in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy error or policies). Proration of Taxes shall be based on the most recent official tax bills basis of an estimate, or notice if it is determined that the parties failed to prorate an item at Closing which should have been prorated, Purchaser and Seller agree to make a further adjustment of valuation available for the fiscal year in which the Closing occurs, with due allowance such item(s) at a final reconciliation to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property performed within one (or any portion of the Property1) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or year after the Closing Date, all of which rents, other income and expenses shall be prorated as of . To the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first extent that either party is required to any amounts due to Buyer and then, pay to the extent other any sum based on the foregoing post-Closing adjustments of prorated items, Purchaser and Seller each agree to make such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller payments within ten fifteen (1015) days after end of the month in which such amounts were collectedpost-Closing adjustments have been calculated and agreed to. Buyer This provision shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the survive Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following All utility accounts at the Facilities shall be read as of the Effective Time, and Seller shall be responsible for all utility charges prior to such reading and Buyer shall be responsible for all utility charges primarily related to the Business thereafter. All rent and other charges due under the Contracts shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding Effective Time. Except with respect to real and personal property Taxes subject to Tax abatement or incentive arrangements which are allocated in accordance with the Closing Datefollowing sentence, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general real and special county personal property Taxes, assessments and city real property taxes and special assessments (collectivelysimilar items, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursany, due with due allowance to be made for the maximum available discount or other exemptions respect to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses Assets shall be prorated as of the Closing. Rents Effective Time, and other incomeall such Taxes, if any, collected by Buyer after assessments and similar items allocable to any period prior to the Closing Effective Time shall be applied first paid by Seller, and all such Taxes, assessments and similar items allocable to any amounts due to Buyer and then, period subsequent to the extent Effective Time shall be paid by Buyer. With respect to real and personal property Taxes which are subject to Tax abatement or incentive arrangements, the portion of such rents or other income relate Taxes that shall be allocable to the period ending on or before as of the Closing, such rents or other income Effective Time shall be paid to Seller within ten (10) days after end computed as if such period ended and the books of the month in which such amounts Business were collected. Buyer closed each as of the Effective Time; provided, however, the foregoing shall incur no obligation not relieve Seller of any liability or responsibility under Section 11.13 and shall not apply if and to Seller for Buyer's failure the extent the result would be to collect such rentals or other income. All security and any other refundable deposits paid by tenants allocate to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against period after the cash Effective Time more than a pro rata portion of the Purchase Price at amount of any such Tax determined as if there were no abatement or incentive for any portion of the Closingactual Tax period. Escrow Holder shall not be concerned with Notwithstanding any prorations that are to be made after the Closing pursuant to other provision of this Agreement, (i) if Seller pays any amount allocated to Buyer under this Section 17 Buyer will reimburse Seller upon demand for the amount paid to the extent it is not reflected as an asset on the final Statement of Net Working Capital; and (ii) if Buyer pays any amount allocated to Seller under this Section 17 Seller will reimburse Buyer upon demand for the amount paid to the extent it is not reflected as a liability on the final Statement of Net Working Capital. Notwithstanding the above, there shall be no duplication of adjustments reflected in the final Statement of Net Working Capital.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing DateAll current rent (including without limitation percentage rent), on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyestate taxes, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurscommon area charges, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearutility charges, and to other obligations of Seller under the extent - 7 - Leases or income or obligations of Seller under the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) Subleases and allocable either to the period before the Closing or to the period after the ClosingLicenses, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingEffective Time with respect to each Assumed Lease Store in accordance with the payment terms of the Lease applicable thereto (collectively the "Prorated Charges"). Rents and other incomeWhenever possible, if any, collected by Buyer after the Closing such prorations shall be applied first based on actual, current payments by or income to any amounts due to Buyer Seller and then, to the extent such rents or other income relate actual amounts are not available, such prorations shall be estimated as of the Effective Time for the applicable Store based on actual amounts for the most recent comparable billing period and such prorations shall be final (absent manifest error) without further reconciliations. Notwithstanding anything to the period ending on or before contrary in this Agreement, for any Lease for which a proration is not set forth in a Lease, for the ClosingNew Leases, such rents or other income and for the Fixed Assets, the property taxes shall be paid to prorated on a "calendar year or lien basis" for any such Assumed Leased Store, Owned Store or Fixed Asset not located in ▇▇▇▇▇ County, and on a "last tax due date basis" for any such Assumed Leased Store, Owned Store or Fixed Asset located in ▇▇▇▇▇ County. Seller within shall pay the Buyer a pro rata amount of percentage rent payable by Buyer under a Lease for an Assumed Lease Store for the lease year including the Effective Time for such Lease, not later than ten (10) business days after end prior to the date that Buyer is obligated to pay such percentage rent. Seller's prorated share shall be determined by multiplying (A) a fraction, the numerator of which is the amount of Seller's gross annual sales at such Assumed Lease Store from the first day of such lease year to (but not including) the Effective Time for the applicable Store, and the denominator of which is the sum of Buyer's and Seller's gross annual sales at such store for the entire lease year, times (B) the amount of percentage rent actually due under the Lease for such Assumed Lease Store. Seller, upon the request of Buyer, shall promptly provide the Buyer such information as Buyer shall be required to submit to landlords under the Leases in connection with the payment of percentage rent with respect to an Assumed Lease Store. Notwithstanding any of the month foregoing, the fixed percentage rent set out in which such amounts were collected. Buyer shall incur no obligation the Fourth Amendment to Seller Lease for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Store #6103 of $106,145.40 shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion prorated on a per diem basis as of the Purchase Price at Effective Time for the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementapplicable Store based on a lease year commencing July 1, 2007, and ending June 30, 2008.

Prorations. The following To the extent not included in the Assumed Reserved Liabilities, (i) Sellers shall be prorated between Buyer bear all personal property and Seller as of 11:59 p.m. local time of ad valorem Tax liability with respect to the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Acquired Assets to the extent permissible for said yearsuch Tax relates to periods prior to the Closing, and (ii) Purchaser shall bear all personal property and ad valorem Tax liability with respect to the Acquired Assets to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) such Tax relates to periods from and allocable either to the period before the Closing or to the period after the Closing, then Buyer in each instance irrespective of the reporting and Seller payment dates of such Taxes. To the extent not included in the Assumed Reserved Liabilities, (i) Sellers shall adjust bear all salaries and other compensation payable to employees or officers who are Transferred Employees, and other recurring payments under Contracts that are Designated Contracts with respect to the actual Taxes between Buyer Acquired Assets to the extent such salaries and Seller, outside of Escrow, as soon as reasonably possible following compensation and recurring payments relate to periods prior to the Closing. In addition , and (ii) Purchaser shall bear all salaries and other compensation payable to employees or officers who are Transferred Employees and other recurring payments under Contracts that are Designated Contracts with respect to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and thenAcquired Assets, to the extent such rents or other income salaries and compensation and recurring payments relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days periods from and after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall To the extent not be concerned with any prorations included in the Assumed Reserved Liabilities, all other property Taxes, ad valorem Taxes, and similar recurring Taxes and fees on the Acquired Assets, and all salaries and other compensation payable to employees or officers who are Transferred Employees, and other recurring payments under Contracts that are Designated Contracts, shall be pro rated for the applicable period between Purchaser and the applicable Seller as of 12:01 a.m. local time on the Closing Date. All payments to be made after by Purchaser or any Seller in accordance with this Section 2.9 shall be made, to the extent then determinable within 5 Business Days of the determination of the Final Closing pursuant Net Current Assets, or to this Agreementthe extent not determinable as of the determination of the Final Closing Net Current Assets, promptly following the determination thereof, with such payments paid to the appropriate Party when due. Each Party shall have the right of reasonable review and approval of the other's property Tax Returns and assessments for which any other Party bears any economic responsibility. The Parties shall reasonably cooperate with respect to any review, contest, or challenge of any Tax Return or assessment. The Parties shall undertake a reconciliation and allocation procedure using the mechanism set out above for the reconciliation and allocation of payroll expenses and costs, and other recurring payments under Contracts that are Designated Contracts; it being understood that the processing and payment of vendor invoices shall be performed in accordance with the procedures set forth in Schedule 2.9 hereto.

Prorations. The following shall be prorated between Buyer All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and Seller as of 11:59 p.m. local time of similar taxes imposed on a periodic basis, in each case levied with respect to the day immediately preceding International Assets for a taxable period which includes (but does not end on) the Assets Call Closing Date, shall be apportioned between the Seller and DISH as of the Assets Call Closing Date based on the basis of the actual number of days elapsed during in such taxable period prior to the month Assets Call Closing Date (the “Pre-Closing Period”) and the number of days in which such taxable period following the Assets Call Closing occurs: general and special county and city real property taxes and special assessments Date (collectively, "Taxes") the “Post-Closing Period”). The Seller shall be liable for the tax period then in effect and insurance premiums (but only if Buyer proportionate amount of such Taxes that is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions attributable to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property Pre-Closing Period. Within ninety (or any portion of the Property90) and allocable either to the period before the Closing or to the period days after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Assets Call Closing Date, the Seller and Buyer DISH shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection present a reimbursement to which each is entitled under this Section 9.4 together with such supporting evidence as is reasonably necessary to calculate the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closingproration amount. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income The proration amount shall be paid by the Party owing it to Seller the other within ten (10) days after end delivery of such statement. Thereafter, the Seller shall notify DISH upon receipt of any ▇▇▇▇ for personal property Taxes relating to the International Assets, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such ▇▇▇▇ to DISH who shall pay the same to the appropriate taxing authority, provided that if such ▇▇▇▇ covers the Pre-Closing Period, the Seller shall also remit, prior to the due date of assessment, to DISH payment for the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Period. In the event that either the Seller or DISH shall thereafter make a payment for which it is entitled to reimbursement under this Section 9.4, the other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 9.4 and not made within ten (10) days of delivery of the month in which such amounts were collected. Buyer statement shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer bear interest at the Closing orrate per annum determined, at Seller's optionfrom time to time, credited to Buyer against under the cash portion provisions of Section 6621(a)(2) of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementCode for each day until paid.

Prorations. As promptly as reasonably practicable after the Closing: (i) Buyers and Sellers shall prorate all installments of real property Taxes and personal property taxes, special assessments, water and sewer rentals, vault charges and other real property related charges incurred in the Ordinary Course of Business with respect to the Owned Real Property and, to the extent constituting an obligation under the applicable Leases, the Leased Real Property leased pursuant to such Leases. The following Parties shall calculate such proration using current year real estate Tax information, if available. If current year Tax information is not available, then the Parties shall calculate such proration using the amount due and payable in the year immediately preceding the year of Closing, subject to subsequent adjustment when the current Tax bills become available. Sellers’ prorated portion of such Taxes shall be included in the calculation of the Tax Amount. At such time as Tax bills for such property Taxes are received, the Parties shall calculate any necessary adjustments to such prorations in order to reflect differences between such estimated Taxes and the actual Taxes as reflected in such Tax bills, and the Parties shall make the necessary payments to each other to account for such differences, which payments shall be treated as a supplemental Purchase Price Adjustment. All property and similar Taxes (but not including any Transfer Taxes covered by Section 6(h), and for the sake of clarity, not including any income Taxes) shall be prorated between Buyer Sellers and Seller Buyers as of 11:59 p.m. local time of the day immediately preceding the Closing Date. For this purpose, the amount of property and similar Taxes for any Tax year or period with respect to Sellers, the Target Companies and Tiwest that begins on or before and ends after the basis Closing Date (a “Straddle Period”) allocated to the period prior to the end of the actual Closing Date shall be the product of (A) the amount of such property and similar Taxes due for the entire Straddle Period and (B) a fraction with the numerator equal to the number of days elapsed during in the month in which Straddle Period up to and including the Closing occurs: general Date and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then denominator equal to the number of days in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)the entire Straddle Period. Proration of Taxes Buyers shall be based on responsible for and control the most recent official tax bills or notice conduct of valuation available for the fiscal year in which the Closing occursany audit, with due allowance to be made for the maximum available discount litigation or other exemptions Tax proceeding with respect to property Taxes for any Straddle Period. (ii) For purposes of this Section 6(e), the amount of any expense credited by one Party to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits deemed an expense paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementParty.

Prorations. The following shall be prorated between Buyer (a) All normally and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Datecustomarily proratable items, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general including, without limitation, real estate and special county and city real personal property taxes (“Taxes”), utility expenses, and special assessments (collectively, "Taxes") for payments under the tax period then in effect and insurance premiums Property Agreements (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the such Property (or any portion of the PropertyAgreements are being assumed by Purchaser at Closing) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing Date, Seller being charged and credited for all of the same up to such date and Purchaser being charged and credited for all of the same on and after such date. If the actual amounts to be prorated are not known as of the Closing Date, the proration shall be made on the basis of the best information then available, and thereafter, when actual figures are received, a cash settlement will be made between Seller and Purchaser. Seller shall be obligated to pay any and all taxes and assessments that arise as a result of change in land usage or ownership, including without limitation all “rollback” or other additional taxes. (b) If the Taxes for the year of Closing are not known as of the Closing Date, the proration for Taxes will be determined based upon the appraised value of the Property and the tax rates applicable to the Property during the year prior to the calendar year of the Closing. (c) If the actual amounts to be prorated with respect to expenses other than Taxes are not known as of the Closing Date, the prorations with respect to those expenses shall be made on the best information then available. (d) With respect to both Taxes and other expenses, after the actual amounts of the Taxes or other expenses are known, adjustments, if needed, will be made between Seller and Purchaser. (e) The foregoing notwithstanding, it is acknowledged and agreed that the tenants under the HEB Lease, the Raising Cane’s Lease and the Hat Creek Lease are responsible to pay Taxes applicable to calendar year 2017 and subsequent calendar years for their respective leased premises (each a separate tax parcel) directly to the applicable taxing authority and, accordingly, Taxes for the tax parcels under the HEB Lease, the Raising Cane’s Lease and the Hat Creek Lease will not be pro-rated at the Closing. (f) All deposits held by the providers of utility services to the Real Property shall, at Seller’s option, be refunded to the Seller by the appropriate utility providers, or be reimbursed to Seller by Purchaser at the Closing. Rents and other income, if any, collected by Buyer after the Closing Purchaser shall be applied first solely responsible to any amounts due to Buyer and then, make arrangements for the continuation of utility services to the extent such rents Real Property, including without limitation, the obligation to post new utility deposits in the event Seller elects to obtain a refund of Seller’s existing deposits from the providers of utility services. Notwithstanding the foregoing, Seller will not take any action or other income relate fail to take any action which would result in the cessation or termination of utility service to the period ending on or before Real Property. (g) All security deposits actually in Seller’s possession under the terms of any existing leases shall be delivered to Purchaser at the Closing, and Purchaser will assume all liabilities and obligations of Seller in connection with such rents security deposits. As for any security deposits not in the form of cash (e.g., letters of credit), Seller must deliver to Purchaser at Closing the original letter of credit or other income shall non-cash instrument, together with all transfer documentation and transfer fees required by the issuing entity to cause same to be paid reissued to Purchaser immediately following the Closing. Seller and Purchaser agree to cooperate to ensure that fully executed Tenant Letters are sent to all of the Tenants at the Property within ten (10) days after end of the Closing. (h) All rents collected with respect to the Property as of the Closing Date for the then current month shall be prorated as of the Closing Date. Purchaser shall make reasonable attempt after Closing to collect uncollected rents for any period prior to Closing (the “Delinquent Rents”) in which the usual course of operation of the Property; provided, however, Purchaser shall not be required to declare a lease default or institute any legal action in any court against any Tenant. Seller may not initiate (nor demand that Purchaser initiate) legal proceedings for collection of delinquent rentals against any Tenants. One hundred eighty (180) days after the Closing Date, upon written request from Seller, Purchaser shall provide Seller with a written accounting (the “Uncollected Rents Accounting”) of all of the Delinquent Rents and all other rents and expenses collected by Purchaser after Closing. Purchaser shall promptly pay to Seller all Delinquent Rents not previously remitted by Purchaser to Seller, but only to the extent Seller is entitled to the same under this section. In making the computations required by this Section, all amounts of Delinquent Rent collected from Tenants shall be applied: (i) first to Purchaser’s actual and reasonable costs of collection, including, without limitation, court costs and reasonable attorneys’ fees; (ii) next, to current rental owed by such amounts were collectedTenant; and (iii) finally, to delinquent rentals, if any, owed by such Tenant in the inverse order of their maturity. Buyer shall incur no Seller will deliver to Purchaser, within five (5) business days following receipt, any rents received by Seller after the Closing and attributable to the period from and after the Closing. If Seller has provided any Tenant with free rent under the terms of its Tenant Lease (the “Free Rent”), then Seller agrees, at the Closing, to provide Purchaser with a credit against the Purchase Price equal to that portion of the Free Rent, if any, covering the period after the Closing Date; provided, however, Purchaser will not be entitled to such credit if any such Free Rent would be paid to Purchaser under any Master Lease. (i) The Hotel Lease, defined in the Rent Roll, includes an obligation to reimburse landlord for impact and subsequent user fees prepaid by Seller for Buyer's failure to Water Control and Improvement District No. 17 (“WCID 17”). The requirement to reimburse these impact and subsequent user fees are referred to herein as the “Impact Fees Reimbursements”. All Impact Fees Reimbursements will be paid to Seller when received from the applicable Tenant. After Closing, Purchaser agrees to use commercially reasonable efforts, at no cost or liability to Purchaser, to collect such rentals unpaid Impact Fees Reimbursements from the Tenant under the Hotel Lease when due in the usual course of operation of the Property and will promptly remit Impact Fees Reimbursements, if any, collected to Seller; provided, however, Purchaser shall not be required to declare a lease default or institute any legal or other incomeproceedings against any Tenant. All security and any other refundable deposits Purchaser agrees that it will, if permitted by the terms of the Hotel Lease, offset the Impact Fees Reimbursement due by the Tenant under the Hotel Lease (if the Impact Fees Reimbursement has not otherwise been paid by tenants such Tenant) from any Security Deposit due back to Tenant under the Hotel Lease at the time the Security Deposit refund is due Tenant and pay such offset amount to Seller. Seller pursuant may not initiate (nor demand that Purchaser initiate) legal or other proceedings for collection of Impact Fees Reimbursements from any Tenant. (j) All (i) unpaid tenant finish out or construction allowances, landlord construction cost or reimbursement obligations, if any, under the Tenant Leases executed on or prior to tenant leases shall Closing (“Unpaid Allowances”) and (ii) unpaid leasing commissions, if any, for Tenant Leases executed on or prior to Closing (“Unpaid Leasing Commissions”), will be delivered paid by certified funds Seller to Buyer Purchaser at the Closing or, at Seller's option, credited to Buyer by credit against the cash portion Purchase Price, and Purchaser will assume all liabilities and obligations of Seller in connection with the payment of the Purchase Price Unpaid Allowances and the Unpaid Leasing Commissions so credited; provided, however, if Unpaid Allowances or Unpaid Leasing Commissions are outstanding under any Tenant Leases which are not Earn-Out Leases as of the Closing then, in lieu of such credit, such Unpaid Allowances and Unpaid Leasing Commissions will be funded by Seller into escrow in accordance with the Tenant Allowance/Commission Escrow Agreement at the Closing. (k) Seller has entered into a Tenant Lease effective May 15, 2015 (the “RCR Lease”), with Raising Cane’s Restaurants, LLC (“RCR”). Escrow Holder Prior to Closing, Seller paid to RCR the entire $1,450,000 Allowance (as defined in the RCR Lease). Notwithstanding the terms of clause (i) above, if the Closing occurs, Purchaser will reimburse Seller at Closing the amount of the Allowance paid by Seller to RCR to the extent not already collected by Seller from RCR as Improvement Rent (as defined in the RCR Lease) under the RCR Lease. (l) Seller shall not be concerned with any prorations that are has agreed to be made fund an escrow in the amount of $140,000.00 at the Closing in order to provide funding for certain landscape improvements on the Property after the Closing pursuant to in accordance with a landscape escrow agreement in the form attached hereto and incorporated herein for all purposes as Exhibit “G-1.” The provisions of this AgreementSection 5.05 shall survive the Closing.

Prorations. Income and expenses from the operation of the System ---------- through the Closing Date shall be for the account of Seller and after the Closing Date for the account of Buyer. The following items of income, cost and expense shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Date (or such other date or dates as the parties may hereafter agree upon in writing) in the manner set forth below: (a) Subscriber and other revenue shall be prorated on the basis of the actual number of days of the time period to which such revenue relates elapsed through the Closing Date, provided that subscriber and other revenue represented by accounts receivable shall be for the account of Seller, only to the extent that (i) such accounts receivable have been outstanding less than Sixty-One (61) days as of the Closing Date based on a statement certified by authorized officers to be true, correct and complete to the best of such officers' information, knowledge and belief and (ii) the aggregate amount of such accounts receivable is reduced by Five Percent (5%) of the amount thereof. For purposes of this Section 5.1(a), an account receivable shall be deemed outstanding for the number of days elapsed during from the month in which date of the statement giving rise to such account receivable through and including the Closing occurs: general Date; (b) Copyright, pole attachment or other fees or charges, not delinquent, arising under any of the Franchises, Authorities and special county Assumed Contracts, or otherwise shall be prorated on the basis of the number of days of the time period to which such fees or charges relate elapsed through the Closing Date; (c) All real and city real personal property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy levied or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property Assets and all assessments and excise taxes payable with regard to cable television services and related sales to Subscribers (or any portion excluding penalties and interest and except such taxes as are referred to in Section 3.2) shall be prorated on the basis of the Property) and allocable either to number of days of the relevant tax year or period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before elapsed through the Closing Date, based on the latest available information; (d) Rents, utilities and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and similar recurring expenses shall be prorated as on the basis of the Closing. Rents number of days of the time period to which such expenses relate elapsed through the Closing Date; and (e) Wages, salaries, payroll taxes (other than withholding taxes) and other income, if any, collected by fringe benefits of employees who continue in the employ of Buyer after the Closing Date shall be applied first prorated on the basis of the number of working days (including paid holidays) during the payroll period through the Closing Date relative to the total number of such days during that payroll period, provided that any amounts due wages, salaries or other benefits payable to Buyer and thenor for any employee on account of that employee's termination of employment shall not be prorated but shall be paid by the party which effects the termination of that employee's employment; (f) Accrued vacation shall be prorated separately on the basis of the number of vacation days accrued through the Closing Date relative to the maximum number of vacation days accruable under the established policies of Seller as set forth in its Associate Policy Guide, a copy of which has been delivered to Buyer; and (g) Any income or expense under any Assumed Contract, to the extent such rents or other income relate not expressly referred to above in this Section 5.1, shall be prorated on a basis reasonably related to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in basis upon which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals income or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementexpense is determined.

Prorations. The following prorations relating to the Purchased Assets and the ownership and operation of the Business set forth in this Section 4.6 will be made as of the Closing. The prorations shall be estimated and prepared by Sellers and included in the Estimated Closing Statement and the Final Closing Statement delivered to Buyer pursuant to Section 4.1 and Section 4.3, respectively (in each case to the extent not already reflected in the Estimated Closing Net Working Capital). (a) Utility meters will be read, to the extent that the utility company will do so, during the daylight hours on the Closing Date (or as near as practicable prior thereto), with charges to that time paid by Sellers and charges thereafter paid by Buyer. Prepaid utility charges shall be adjusted on the Estimated Closing Statement and Final Closing Statement. Charges for utilities which are un-metered, or the meters for which have not been read on the Closing Date, will be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated Sellers as of the Closing. Rents Sellers or Buyer, as appropriate, shall, upon receipt, submit a copy of the utility ▇▇▇▇▇▇▇▇ for any such charges to the other party and such receiving party shall pay its pro-rata share of such charges to the submitting party within seven (7) days from the date of any such submission (to the extent not already reflected in the Estimated Closing Net Working Capital). (b) All income and expenses pursuant to the Assumed Contracts will be prorated between Buyer and Sellers as of the Closing Date on the Estimated Closing Statement and Final Closing Statement. Sellers shall receive a credit on the Estimated Closing Statement and Final Closing Statement for (i) the amount of any prepaid rents related to periods from and after the Closing, and (ii) security deposits, or other incomedeposits previously paid by Sellers under the Assumed Contracts, if any, less any such amounts paid to and collected by Sellers under the Assumed Contracts. Any amounts received by Buyer under the Assumed Contracts related to any period prior to the Closing shall be promptly paid to Sellers. Any amounts received by Sellers under the Assumed Contracts related to any period after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be promptly paid to Seller within ten (10) days after end of Buyer. Except as otherwise specified in this Section 4.6 or agreed by the month in which such amounts were collected. Buyer shall incur no obligation parties or with respect to Seller for Buyer's failure adjustments to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at made pursuant to Section 4.3, the Closing. Escrow Holder shall not net amount of all such prorations will be concerned with any prorations that are to be made after settled and paid on the Closing pursuant to this AgreementDate.

Prorations. The following Title Company shall be prorated between Buyer prorate all rents, non-delinquent real property taxes, water, sewer, and Seller as of 11:59 p.m. local time of utility charges, amounts payable under the day immediately preceding the Closing DateService Contracts, annual permits and/or inspection fees (calculated on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyperiod covered), "Taxes") for the tax period then in effect and insurance premiums (but only as to those policies, if any, that Buyer is assuming Seller's insurance policy or policiesdetermines will be continued after the Closing). Proration , and other expenses normal to the operation and maintenance of Taxes shall be based the Property on the most recent official tax bills or notice basis of valuation available a 365-day year as of 12:01 a.m. on the date the grant deed is recorded. Seller shall endeavor to have all meters for the fiscal year in which the Closing occursserving utilities, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearincluding, but not limited to, water, sewer, gas, and to electricity read on the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period day before the Closing or Date for proration purposes. Seller shall transfer to Buyer at the period after Closing all security deposits and other sums held for tenants and shall supply Buyer with an updated list of all tenants, security deposit amounts and the originals of all tenant leases together with the tenant files. At Closing, then Seller shall transfer possession of the Property so that Buyer or its assignee may immediately continue with ongoing leasing operations and Seller shall adjust the actual Taxes between cooperate with Buyer and Sellerin providing all information that pertains to: delinquent rents, outside of Escrowlate fees, as soon as reasonably possible following the Closing. In addition evictions, damages to the foregoing apportionments, Seller shall receive all rents and other income accruedretail units, and shall pay all other expenses accrued or incurred, in connection with similar matters. Seller and Buyer hereby agree that if any of the ownership or operation of Property before aforesaid prorations cannot be calculated accurately on the Closing Date, and Buyer then the same shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or be calculated within thirty (30) days after the Closing DateDate and either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, all together with interest thereon at the rate of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after ten percent (10%) per annum from the Closing shall be applied first to any amounts due to Buyer and then, Date to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller date of payment if payment is not made within ten (10) days after end delivery of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementa ▇▇▇▇ therefore.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date(a) Rents, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectivelyincluding, "Taxes") for the tax period then in effect and insurance premiums (but only without limitation, percentage rents, if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said yearany, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property any additional charges and expenses payable under Leases, all as and when actually collected (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closingwhether such collection occurs prior to, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date) and other income; real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property, shall all of which rents, other income and expenses shall be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year. Rents Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other incomeexpenses, if anyand free rent and other concessions, paid by Seller and for which Buyer is responsible pursuant to Section 7.2. All rents collected by Buyer after the Closing shall be applied first to any amounts and paid as provided in this Section 8.5(a). Any payment received from a tenant after Closing shall be deemed a payment of rent due to Buyer after the Closing until the tenant is current on rents and then, to sums due under the extent such rents or other income relate to the period ending applicable Lease on or before after the Closing, and then such rents or other income payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to ▇▇▇ for collection. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). The amount of any cash security deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). In addition, at Closing, in connection with any tenant letters of credit which Seller currently holds as security deposits under the Leases, Seller shall provide to Buyer (i) a transfer form required by the issuing bank (if applicable) for the transfer of such letter of credit to Buyer, and (ii) the original letter of credit. Buyer shall be responsible for any applicable costs associated with any such transfers. If such letter of credit is not assignable by Seller, Seller shall reasonably cooperate with Buyer after Closing, provided that Seller shall not be responsible for incurring any expenses or liabilities, in order to have such letters of credit replaced with new letters of credit naming Buyer as the named beneficiary. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property as to which Buyer receives the benefit. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, such amounts have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) days per annum or (ii) the prime rate (or base rate) reported from time to time in the “Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after end of Closing and to the month manner in which such amounts payments were collectedapplied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Seller retains the right to pursue and control any tax appeals applicable to periods prior to the Closing, and Buyer shall cooperate with Seller with respect to such appeals. Any refund of real property taxes or special assessments relating to the period prior to Closing shall be for the account of Seller. To the extent Buyer receives any such refund, Buyer shall remit such refund to Seller within three (3) business days of receipt thereof. If any tenant of the Property is entitled to any portion of such refund pursuant to the applicable terms of its Lease, Seller shall remit such amount to such tenant. (b) Seller shall be responsible for (i) the title premium for CLTA coverage, (ii) ½ of the escrow fee, and (iii) all county documentary transfer taxes. Buyer shall incur no obligation to be responsible for (i) the additional title premium for ALTA extended coverage and any endorsements requested by Buyer, (ii) all costs for any new or updated survey ordered by Buyer, (iii) ½ of the escrow fee, and (iv) any recording costs. All other Closing costs shall be allocated between Seller for Buyer's failure to collect such rentals and Buyer in accordance with the customs of San Diego County, California. The parties will execute and deliver any required transfer or other income. All security and any other refundable deposits paid by tenants similar tax declarations to Seller pursuant to tenant leases the appropriate governmental entity at Closing. (c) Any percentage rent for the rental periods including Closing shall be delivered by certified funds to Buyer at prorated upon receipt, based upon the Closing or, at Seller's option, credited to Buyer against tenant’s sales for the cash portion of the Purchase Price at lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (d) The provisions of this Section 8.5 shall survive the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following (a) On the Closing Date, (i) the real property Taxes relating to the Owned Real Property, (ii) in the case of the Houston Plant and the Oklahoma City Plant, the water, gas, electricity and other utilities, and (iii) in the case of all the Purchased Assets wherever located, personal property Taxes, shall each be prorated between Buyer and Seller effective as of 11:59 p.m. local time the Closing Date. To the extent practicable, utility meter readings for the Houston Plant and the Oklahoma City Plant shall be determined as of the day immediately preceding Closing Date and, if not available, will be estimated by the parties. If the final real property Tax rate or final assessed value for the current Tax year is not established by the Closing Date, the prorations shall be made on the basis of ninety-five percent (95%) of the actual number rate or assessed value in effect for the most current ascertainable Tax year. Prorations shall be made on the principle that Seller shall be responsible for real property Taxes relating to the Owned Real Property, utilities relating to the Houston Plant and the Oklahoma City Plant, and personal property Taxes related to the Purchased Assets allocable to the periods or portions of days elapsed during the month in which periods ending on or prior to the Closing occurs: general Date, and special county and city Buyer shall be responsible for real property taxes Taxes relating to the Owned Real Property, utilities relating to the Houston Plant and special assessments the Oklahoma City Plant and personal property Taxes related to the Purchased Assets allocable to the period or portions of periods beginning after the Closing Date. (collectivelyb) With respect to each personal property tax return required to be filed on or prior to the Closing Date, "Taxes"Seller shall prepare and file each such tax return consistent with its past practice. The allocation of personal property Taxes between the parties shall be made at Closing (i) based upon the value of the Purchased Assets (and no other property) as reflected in the applicable personal property tax return in the case of returns filed for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made or (ii) in the case of returns not yet filed for the maximum available discount or other exemptions to year in which the extent permissible for said yearClosing occurs, and to based upon the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion value of the PropertyPurchased Assets (and no other property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and determined by Seller consistent with its past practices in filing personal property tax returns (which in no event shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of take into account the Purchase Price or any contrary methodologies advanced by Buyer). (c) The prorations and allocations required by this Section 2.3 shall be made and paid by the parties at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following (a) Real property taxes and assessments, personal property taxes (if any), rent (whether prepaid or applicable to the current rental period) and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on . Buyer shall be responsible for all leasing commissions and the basis cost to landlord of tenant improvements attributable to periods after the actual number of days elapsed Closing Date for all leases executed during the month Contract Period as set forth in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policiesSection 4.2(b). Proration Buyer shall receive a credit in escrow in the amount of Taxes shall be based on any deposits under the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (Lease or any portion thereof, which are in Seller's possession and refundable to the tenant as of the Property) Closing Date plus the amount of any prepaid rent for periods from and allocable either after the Closing Date. Buyer shall not be entitled to any interest on such deposits which may have accrued prior to the period before Closing Date unless such interest, under the Closing or to terms of the period after Lease, accrues for the Closing, then Buyer and Seller shall adjust benefit of the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closingtenant. In addition to the foregoing apportionments, Seller shall receive all rents a credit in escrow for any refundable deposits and/or bonds held by any utility, governmental agency or service contractor with respect to the Property. Any rent collected by Buyer after the Closing Date shall be applied first to pay any rent then due and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before owing for any period prior to the Closing Date, and Buyer shall receive all rents and other income accruingremit such amounts immediately upon receipt to Seller, and shall then to pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or any rent owing for any period after the Closing Date. If either Buyer or Seller receives any revenues attributable to the period during which it is not the owner of the Property, all said party shall promptly forward such amounts to the other party (if such revenues are only partially attributable to the period during which said party is not the owner of which rentsthe Property, the amount paid to the other income and expenses party shall be prorated based upon proration as of the ClosingClosing Date as set forth above). Rents Buyer shall use its best efforts to collect and other income, if any, collected by Buyer after assist Seller in collecting any revenue which is owed to Seller as of the Closing shall be applied first to any amounts Date or which comes due to thereafter. (b) Buyer and then, Seller shall cooperate to the extent such rents or other income relate to the period ending produce on or before the ClosingClosing Date a schedule of prorations which is as complete and accurate as reasonably possible. All prorations which can be reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations and any adjustments to initial estimated prorations, shall be made by Buyer and Seller within thirty (30) days following the Closing Date or such rents or later time as may be required, in the exercise of due diligence, to obtain the necessary information for proration. Any net credit due one party from the other income as a result of such post-closing prorations and adjustments shall be paid to Seller within ten (10) days after end the other in cash immediately upon the parties' written agreement to a final schedule of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security post-closing adjustments and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementprorations.

Prorations. The following shall be prorated between Buyer Except as otherwise set forth in this Agreement, all taxes and Seller as of 11:59 p.m. local time other operating expenses and revenue of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date. Rents Taxes shall be prorated based upon the current year's tax taking into account the maximum available discount. If the Closing takes place and other incomethe current year's taxes are not fixed and the current year's assessment is available, if anytaxes shall be prorated based upon such assessment and the prior year's millage. If the current year's assessment is not available, collected then taxes shall be prorated on the prior year's tax taking into account the maximum available discount. Any rents received by Buyer SELLER in respect of the period after the Closing Date shall be promptly remitted to BUYER. With respect to delinquent lot rental amounts, BUYER shall make a diligent attempt to collect the same for SELLER'S benefit after closing in the usual course of operation of the Property and any such collection shall be remitted to SELLER promptly upon receipt by BUYER, less any expenses of such collection incurred by BUYER and approved in advance by SELLER in writing. Nothing contained herein shall operate to require BUYER to institute any lawsuit or other collection procedure to collect such delinquent lot rental amounts. In this regard the first monies collected from tenants owing delinquent lot rental amounts shall first be applied first to any current rents due and then to lot rental amounts due to Buyer and then, prior to the extent such rents or other income relate Closing Date unless they are intended by the tenant to apply to the period ending on or before prior to closing. This obligation to remit shall survive the Closing and delivery of the Special Warranty Deed. SELLER shall deliver to BUYER at the Closing, copies of such rents or other income statements, invoices bills and receipts as shall be requested by BUYER to enable BUYER to verify the accuracy of the amounts of any prorations made pursuant to this paragraph. BUYER shall be credited at Closing with all advance rentals and tenant security deposits previously paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other incomeSELLER. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases prorations shall be delivered by certified funds made so that SELLER has the benefit of all income and the burden of all expenses up to Buyer at and including the Closing or, at Seller's option, credited to Buyer against Date and BUYER has the cash portion benefit of all income and the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made burden of all expenses after the Closing pursuant to this AgreementDate.

Prorations. All prorations and adjustments shall be made as of the Closing Date and Purchaser shall be deemed the owner of the Property on the Closing Date for proration purposes unless otherwise mutually agreed to by the parties. Prorations shall be based upon a 365-day year and/or the actual number of days in the month as applicable. Except as otherwise provided below, any proration which must be estimated at Closing, and any erroneous prorations or omitted prorations, shall be reprorated and finally adjusted as soon as practicable but in no event later than ninety (90) days after the Closing Date, with any refunds payable to Seller or Purchaser to be made as soon as practicable; otherwise, all prorations shall be final. The following provisions of this Section 6.3 shall survive the Closing. 6.3.1 Rents and charges due or paid under the Leases shall be prorated between Buyer and to the Closing Date based upon rents actually collected for the month of Closing as reflected on the Closing Rent Roll. After the Closing, Seller may continue to pursue collection of any delinquent rents applicable to the period prior to the Closing Date if the collection activities related thereto were commenced as of 11:59 p.m. local time the date which is not more than thirty (30) days after the Closing Date (provided that Seller shall have no right to evict any tenant or enforce landlord’s liens). Rents and charges allocable to the period prior to the Closing Date will be the property of Seller and rents and charges allocable to the day immediately period on and after the Closing Date will be the property of Purchaser. With respect to any delinquent rent and charges, Purchaser shall pay to Seller any rent and charges actually collected within one hundred twenty (120) days following the Closing Date which is applicable to the period preceding the Closing Date; provided, however, it is understood and agreed that all rent collected by Purchaser shall be applied (a) first to any rent then owed by the applicable tenant which accrued after the Closing Date, and (b) then to unpaid rent of such tenant which accrued prior to the Closing Date with offset for the reasonable allocation of any collection costs related thereto. In the event any rent is paid by tenants under the Leases directly to Seller after Closing, Seller shall pay Purchaser any such rent which is applicable to the period on and after the Closing Date. Purchaser shall have no obligation to pay Seller any rent collected by Purchaser after the date which is one hundred twenty (120) days after the Closing Date, and Purchaser shall be under no obligation to collect or pursue unpaid rent. 6.3.2 Purchaser shall secure its own casualty insurance effective as of the Closing Date, and Seller shall be entitled to any unearned premium of any existing policy of Seller as of the Closing Date. 6.3.3 Seller shall use commercially reasonable best efforts to obtain final meter readings and final ▇▇▇▇▇▇▇▇ as of the Closing Date for all utilities serving the Real Property and Improvements and paid by Seller. Water, electric, telephone and all other utility and fuel charges to the extent not billed directly to tenants shall be prorated ratably on the basis of the last ascertainable bills (and reprorated in accordance herewith upon receipt of the actual number bills and invoices) unless final meter readings and final billing can be obtained. Seller shall also be entitled to pursue and retain any applicable refunds of days elapsed during security deposits paid by or on behalf of Seller to any utility companies. Purchaser shall be solely responsible for making any deposits and arrangements required for utilities and other services to continue to serve the month in which Property after the Closing occurs: general and special county and city Closing. 6.3.4 General real property taxes and installments of special assessments imposed on the Property (collectively, "“Taxes"”) shall be remitted to the collecting authorities by Seller if the same are imposed for a tax fiscal year ending prior to the Closing Date and by Buyer if the same are imposed for a tax fiscal year ending after the Closing Date. All Taxes imposed for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursDate occurs (the “Proration Period”) shall, with due allowance to regardless of when such Taxes are payable, be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then apportioned between Buyer and Seller shall adjust the actual Taxes between Buyer on and Seller, outside as of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, with Buyer bearing only the expense of that proportion of such Taxes that the number of days in the Proration Period following and Buyer including the Closing Date bears to 365. If the amount of Taxes to be borne by the parties as above provided is not ascertainable on the Closing Date, the total thereof paid for the preceding tax fiscal period shall receive all rents and other income accruingbe used for purposes of such proration, and within 30 days after the amount of such Taxes becomes known, the parties shall pay all other recompute such proration and adjust the difference. 6.3.5 All costs and expenses of maintaining and operating the Property which have accrued (or incurredwhich have been incurred but for which bills have not yet been issued) as of the Closing Date shall be the responsibility of Seller. All costs and expenses of maintaining and operating the Property which accrue after and are attributable to periods after the Closing Date shall be paid by Purchaser. All prepaid costs and expenses of operating the Property which have accrued as of the Closing Date, in connection with but which are allocable to the ownership or operation of the Property after the Closing Date, shall be adjusted as a credit for the Seller as of the Closing Date. 6.3.6 Portions of advance rentals, if any, paid by any tenant under any of the Leases which are applicable to periods on or after the Closing Date shall be credited against the Purchase Price at the Closing. 6.3.7 An amount equal to the remaining balance as of the Closing Date of all security and other deposits paid by tenants pursuant to the Leases assigned to Purchaser at Closing shall be credited to Purchaser at the Closing. 6.3.8 Interest payable with respect to the Loan and all other monetary payment obligations under the Loan Documents shall be prorated with the Seller being responsible for the periods prior to the Closing Date and the Purchaser being responsible for the periods on and after the Closing Date. 6.3.9 Purchaser shall reimburse Seller at Closing for the amount of all reserves and escrowed funds held by Lender pursuant to the Loan, all including, but not limited to, the replacement reserve, mortgage insurance premium reserve and tax and insurance reserve which have not been refunded to Seller and have been or will be credited to Purchaser as of the Closing Date in connection with or as the result of Purchaser’s assumption of the Loan. 6.3.10 Purchaser shall receive a credit against the Purchase Price at Closing in an amount equal to $750.00 for each apartment unit which rents, other income and expenses has been vacant for more than three (3) business days prior to the Closing Date which is not a Rent Ready Unit. 6.3.11 Any subdivision or similar assessment under any declaration or similar instrument affecting the Property shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Close of the day immediately preceding the Closing Date, Escrow on the basis of the actual number of days elapsed during the month in which the Closing Close of Escrow occurs: (a) general and special county and city real property taxes and special assessments (collectively, "Taxes":); (b) for insurance premiums; (c) utilities; (d) service agreements to which Buyer agrees in writing to assume; and (e) rent and all other income generated by the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)Property. Proration of Taxes shall must be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, general public when Close of Escrow occurs and to the extent the that such tax bills do not accurately reflect the actual Taxes taxes assessed against the Property (or any portion of the Property) and allocable either to the period before or any supplemental, escape or similar assessment which may be made after the Closing or with respect to the period after the Closingany period, then Buyer and Seller shall adjust the such actual Taxes taxes between Buyer and Seller, outside of Escrow, Escrow as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, incurred in connection with the ownership or operation of Property before the Closing DateClose of Escrow, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, incurred in connection with the ownership or operation of Property on or after the Close of Escrow. In no event, however, shall Buyer be required to attempt in any manner to collect on Seller"s behalf any rent or other income accrued prior to the Closing Date. If any of the prorations described in this Section 11 other than taxes, all of which rents, other income and expenses shall cannot be prorated calculated accurately as of the Closing. Rents and other incomeClose of Escrow, if any, collected by Buyer after then the Closing same shall be applied first to any amounts due to Buyer calculated as soon as possible thereafter and then, paid by the one party to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closingdemand. Escrow Holder shall need not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementClose of Escrow.

Prorations. The following Ad valorem and similar taxes and assessments relating to ---------- the Assets shall be prorated between Seller and Buyer and Seller as of 11:59 p.m. local time the Closing Date based upon estimates of the day immediately preceding amount of such taxes and assessments that are due and payable on the Assets during the year during which the Closing Date occurs. As soon as the amount of actual taxes and assessments is known, Seller and Buyer shall reassess the amounts to be paid by each Party with the result that Seller shall pay for those taxes and assessments attributable to the time period up to and including the Closing Date and Buyer shall pay for those taxes and assessments attributable to the period thereafter. Utilities expenses relating to the Business shall be prorated between Seller and Buyer for the month of the Closing based on the number of days in the billing cycle before and after the Closing. All (i) accrued and unpaid wages, and other payments to employees of Seller who are associated with the Business and (ii) rental and other payments under any of the Contracts, leases or subleases constituting the Assumed Liabilities shall be prorated between Seller and Buyer as of the Closing Date. If any item cannot be apportioned accurately at the Closing Date or if it is apportioned incorrectly at the Closing Date or subsequent thereto, such item shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date on which the apportionment error is discovered, as applicable. Within 90 days (or as soon thereafter as is practicable) from the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy Seller or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of EscrowBuyer, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentscase may be, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurredthe other, in connection with immediately available funds, the ownership net amount due Seller or operation of Property before Buyer, as the Closing Datecase may be, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be under this Section 5.3 not otherwise paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the ----------- Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following All revenues, income, receivables, costs, expenses and payables of the Property shall be prorated apportioned equitably between Buyer and Seller the parties as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during in a particular month, and with respect to the month items enumerated below where a particular manner of apportion- ment is provided, then apportionment of such item shall be made in which such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Arden shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums Date (but only if Buyer is assuming Seller's insurance policy Arden shall not be required to litigate or policiesdeclare a default in any Tenant Lease). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to To the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion Arden receives amounts on account of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property Tenant Leases on or after the Closing Date, all such payments shall be applied first toward then current rent owed to Arden in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of which any delinquent rents, with the CalTwin Parties' share thereof being promptly delivered to the CalTwin Parties. Arden may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which the CalTwin Parties are entitled to receive its share of charges or amounts without first obtaining the CalTwin Parties' written consent. The CalTwin Parties hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other income amounts to the CalTwin Parties. Arden shall reasonably cooperate with the CalTwin Parties in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and expenses any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, the CalTwin Parties shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between the CalTwin Parties and Arden if current tax rates differ from the latest previous tax rates as soon as the same are known. The CalTwin Parties agree that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the CalTwin Parties or the Arden at any time subsequent to Closing but with reference to any period prior thereto during the CalTwin Parties' ownership thereof, the CalTwin Parties shall promptly pay to Arden an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during the CalTwin Parties' ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to the CalTwin Parties) shall be promptly paid over to the CalTwin Parties. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated as (with Arden assuming the obligation to pay any installment due after the Closing Date). In no event shall the CalTwin Parties be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Closing. Rents and other incomeProperty or from any improvements made or lease entered into on or after the Closing Date. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, collected by Buyer after on the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end basis of the month in which such amounts were collected. Buyer shall incur no obligation duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to Seller for Buyer's failure to collect such rentals or other income. All security tenants, and any other refundable deposits paid by tenants to Seller pursuant to tenant leases and prepaid rent, shall be delivered by certified funds credited (or assigned) to Buyer at the Closing or, at Seller's option, credited to Buyer Arden; (v) Utility charges levied against the cash portion CalTwin Parties or the Property, and Arden shall transfer all such utility services to its name and account immediately upon Closing; (vi) Service Contracts on the basis of the Purchase Price at charge or premium for the Closingperiod involved; (vii) Tenant improvements and leasing commissions in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the management and operation of the Property. Escrow Holder No insurance policies shall not be concerned with any prorations that are to assigned hereunder, and accordingly there shall be made after the Closing pursuant to this Agreementno proration of insurance premiums.

Prorations. The following prorations shall be prorated made between Buyer Purchaser and Seller as of 11:59 p.m. local time the date of Closing (for the purposes of the day immediately preceding following prorations, Purchaser shall be deemed to be the owner of the Property for the entire Closing Date): (a) Seller shall receive a credit, if any, for any ad valorem taxes, assessments, maintenance costs or other costs and expenses advanced by Seller, if any (collectively the "Advances"), which (i) are attributable to the Closing Date and the period subsequent thereto, or (ii) are reimbursable to Seller by Tenant pursuant to the Lease, but have not been received by Seller as of the Closing Date. Seller agrees to remit to Purchaser, within thirty (30) days of receipt of same, all reimbursements received from Tenant after the Closing Date for all such Advances that are credited to Seller at Closing. (b) Purchaser shall receive a credit, if any, for any ad valorem taxes, assessments, maintenance costs or other costs and expenses, if any, prepaid by Tenant to Seller (i) that relate to the Closing Date and period subsequent to the Closing Date, on or (ii) are (or may become) owed by Seller to Tenant pursuant to the basis Lease, but have not been paid to Tenant as of the actual number Closing Date. (c) Purchaser shall receive a credit against the Purchase Price in an amount equal to the sum of days elapsed during (i) any and all leasing or other commissions due and payable (or that may become due and payable) in connection with the Lease, (ii) any and all tenant improvement and other allowances and concessions due, payable or owed (or that may become due, payable or owed) under the Lease, and (iii) any and all budgeted capital expenditures relating to the Property that have not been paid as of the Closing Date. (d) All Rent and other amounts payable by the Tenant to the Landlord under the Lease attributable to the period prior to the Closing Date shall be the property of Seller, and all Rent and other amounts payable by the Tenant to the Landlord under the Lease attributable to the Closing Date and the period subsequent thereto shall be the property of Purchaser. If Rent due for the month in which the Closing occurs: general Date occurs has been paid by Tenant to Seller prior to the Closing Date, then such Rent shall be the property of Seller and special county Purchaser shall receive a credit for all such Rent attributable to the Closing Date and city real the period subsequent thereto. If Rent due for the month in which the Closing Date occurs has not been paid by Tenant to Seller prior to the Closing Date, then such Rent shall be the STORE NO. 2872R property of Purchaser and Seller shall receive a credit for all such Rent attributable to the period prior to the Closing Date. Purchaser and Seller each agree to remit to the other, within thirty (30) days after receipt of same, all Rent received by them after the Closing Date which is defined as the property of the other party pursuant to the terms of this subparagraph, which obligation shall expressly survive Closing hereunder. Purchaser shall receive a credit against the Purchase Price in an amount equal to all security deposits, if any, required under the Lease, provided however, Purchaser shall assume all obligations of the aforementioned security deposits as required under the Leases. (e) As of the Closing, any and all ad valorem taxes and special assessments attributable to the Property (collectively, "Taxes") for calendar year 2002 and all prior calendar years shall be paid by Seller. Taxes for calendar year 2003 that remain unpaid as of the tax period then in effect Closing shall be prorated as between Seller and insurance premiums Purchaser as follows: (but only if Buyer is assuming Seller's insurance policy or policies). Proration a) Seller shall be responsible for the aggregate amount of Taxes (less any portion thereof payable by the Tenant pursuant to the Lease) levied or assessed against the Property during, or attributable to the Property for, calendar year 2003, multiplied by a fraction, the numerator of which shall be based on the most recent official tax bills or notice number of valuation available days during calendar year 2003 that Seller owned the Property, and the denominator of which shall be 365; and (b) Purchaser shall be responsible for the fiscal aggregate amount of Taxes (less any portion thereof payable by the Tenant pursuant to the Lease) levied or assessed against the Property during, or attributable to the Property for, calendar year in 2003, multiplied by a fraction, the numerator of which shall be the number of days during calendar year 2003 that Purchaser owned the Property, and the denominator of which shall be 365. Any Taxes attributable to calendar year 2003 that are due and payable as of the Closing occurs, with due allowance to Date shall be made for paid by Seller as of the maximum available discount or other exemptions Closing Date as part of the proration of Taxes payable by Seller pursuant to the extent permissible prior sentence. If the final amount of Taxes for said yearcalendar year 2003 are not known at the Closing, then Seller and Purchaser shall, in good faith, estimate the amount of same at Closing, and shall re-prorate such Taxes within thirty (30) days of the date that the final amount shall be determined (i.e., issuance of the final Tax ▇▇▇▇ for calendar year 2003). (f) If and to the extent the tax bills do not accurately reflect the actual Taxes assessed applicable, Purchaser shall receive a credit against the Property (or any portion of the Property) and allocable either Purchase Price in amounts equal to the period before Lease Rent Credit and/or the Closing or to the period after the ClosingLate Delivery Credit (as such terms are defined in Section 15(3) below). (g) Any other items of revenue, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses expense not prorated pursuant to any of clauses (a) through (e) above shall be prorated as of the Closing. Rents Closing Date such that (i) Seller shall receive the benefit of all revenue and other income, if anyand shall be obligated for the payment of all expenses, collected by Buyer attributable to the period of time prior to the Closing Date, and (ii) Purchaser shall receive the benefit of all revenue and income, and shall be obligated for the payment of all expenses, attributable to the Closing Date and the period of time after the Closing Date. (h) If the actual amount of any item to be prorated/credited pursuant to this (i) Section 12 cannot be determined as of the Closing Date, then Seller and Purchaser shall, in good faith, estimate the amount of such item, and shall be applied first to any amounts due to Buyer and then, to the extent re-prorate such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller item within ten thirty (1030) days after end the date that the actual amount of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementitem is determined.

Prorations. The following Purchase Price shall be prorated subject to proration as provided hereinbelow: (a) Proration of the items described below between Buyer the Seller and Seller Purchaser shall be effective as of 11:59 p.m. local time the close of business for the day immediately preceding the Closing DateDate and shall occur as follows: (i) Except as elsewhere set forth herein, all items of income and expense arising from the operation of the Purchased Restaurants before the Closing Date shall be for the account of Seller, and all items of income and expense arising from the operation of the Purchased Restaurants on or after the Closing Date shall be for the account of Purchaser; (ii) Liability for state and local real estate, personal property and sales taxes, water and sewer use charges, special assessments and tax abatements assessed on the Purchased Assets payable with respect to the tax year in which the Closing Date falls shall be prorated as between the Seller and Purchaser on the basis of the actual number of days of the tax year elapsed during the month in which to and including the Closing occurs: general and special county and city real property Date. If, for any reason, ad valorem taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes current calendar year have not been assessed on the Owned Real Estate, such proration shall be based upon the immediately preceding year's assessment and adjusted when exact amounts are available; (iii) Prepaid items, deposits and accruals (including without limitation rent, utilities, security deposits, compensation to Transferred Employees (as defined in Section 5.5), liquor license fees, royalties, advertising and other monthly payments under franchise agreements and other service charges and rental and other payments under any of the Contracts) shall be prorated between the Seller and Purchaser on the most recent official tax bills basis of the period of time to which such prepaid items and accruals apply (it being understood that Purchaser shall have the right to object to the proration of any prepaid items, deposits or notice of valuation available accruals for the fiscal year in which the Closing occurs, with due allowance commensurate benefit thereof will not inure to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or Purchaser after the Closing Date, all of which rents, other income and expenses shall be prorated ); and (iv) ▇▇▇▇▇ cash on hand at the Purchased Restaurants as of the Closingopening of business shall be for the account of the Seller. Rents Notwithstanding the foregoing, normal trade accounts payable of the Purchased Restaurants (other than with respect to inventory) will not be prorated. All franchise fees paid prior to the Closing Date will be deemed fully earned by Purchaser and other incometherefore will not be prorated. The $150,000 extension fee paid by Seller to Purchaser under the Development Agreement will be refunded to Seller at Closing as provided in Section 6.4 hereof and therefore will not be prorated. (b) All prorations shall be made and paid insofar as feasible on the Closing Date pursuant to a schedule of prorated items mutually prepared by Purchaser and Seller (the "Closing Prorations Schedule"), if any, collected by Buyer with a final settlement to be made in accordance with the following procedure: (i) Purchaser shall prepare and deliver to Seller within 60 days after the Closing Date a schedule indicating any proposed revisions to the Closing Prorations Schedule (the "Schedule of Revisions"); and if Purchaser fails to prepare the Schedule of Revisions within such period, Seller shall have the right, within the succeeding 30 days, to prepare the Schedule of Revisions. Purchaser shall permit Seller and its accountants to participate in the preparation thereof and shall promptly make available to Seller and its accountants all work papers and other pertinent information used in connection therewith. (ii) Within 30 days after the Schedule of Revisions is delivered to Seller or Purchaser pursuant to clause (i) above, the recipient of the Schedule of Revisions shall complete its examination thereof and shall deliver to the other party either (i) a written acknowledgment accepting the Schedule of Revisions or (ii) a written report setting forth in reasonable detail any proposed adjustments to the Schedule of Revisions ("Adjustment Report"). A failure by a party to deliver the Adjustment Report within the required 30 day period shall constitute its acceptance of the Schedule of Revisions. (iii) During a period of 30 days following the receipt of the Adjustment Report, Seller and Purchaser shall attempt to resolve any difference they may have with respect to the matters raised in the Adjustment Report. In the event Seller and Purchaser fail to agree on any of Seller's proposed adjustments contained in the Adjustment Report within such 30 day period, then Seller and Purchaser mutually agree that the Boston office of Ernst & Young ("Independent Auditors"), shall make the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. The decision of the Independent Auditors shall be applied first to any amounts due to Buyer final and thenbinding on Seller and Purchaser, to and may be used in a court of law by either Seller or Purchaser for the extent purpose of enforcing such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end decision. The costs and expenses of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security Independent Auditors and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing their services rendered pursuant to this AgreementSection 1.4(b) shall be borne by the non-prevailing party or, if neither party prevails, equally by the Seller and Purchaser. (iv) Within five days of the finalization of the Schedule of Revisions (which shall be deemed to mean either the failure of Seller to deliver an Adjustment Report within the 30-day period referred to above or, if Seller delivers such an Adjustment Report, promptly upon the resolution of the matters raised in such Adjustment Report), Purchaser shall pay to Seller, or Seller shall pay to Purchaser, as the case may be, the dollar amount set forth in the Schedule of Revisions, as so finalized.

Prorations. The following shall be prorated between Buyer Real estate taxes, personal property taxes, assessments and Seller as all items of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general income and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against expense regarding the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the date of Closing; provided, however, that assessment lien(s) which had been certified as of the date of Closing, and pending liens where the improvements have been substantially completed, shall be satisfied by Seller, in full, at Closing. Rents In the event that the tax ▇▇▇▇ for the year of Closing is not available, Seller shall comply with Section 196.295, Florida Statutes. Under this Section, in the event fee title to the Property is acquired between January 1, and other incomeNovember 1 of any year by Purchaser, if any, collected by Buyer after the Closing Seller shall be applied first required to any amounts due to Buyer and then, place in escrow with the county tax collector an amount equal to the extent such rents or other income relate current taxes prorated to the period ending date of transfer of title, based upon the current assessment and millage rates on or before the land involved. This fund shall be used to pay any ad valorem taxes due, and the remainder of taxes which would otherwise have been due for that current year shall stand cancelled. In the event fee title to the Property is acquired between November 2 and December 31, Seller, at least five (5) business days prior to Closing, such rents or other income shall be paid to Seller within ten notify the Property Appraiser’s Office (10“Appraiser’s Office”) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security impending closing date and provide the Appraisers Office with the legal description, address, folio number and any other refundable deposits paid by tenants relevant property information in order to Seller pursuant to tenant leases obtain from the Appraiser’s Office a final tax payoff, which will be collected at closing. There shall be delivered by certified funds no proration of taxes and the Purchaser shall be exempt from the payment of taxes effective on the day of closing. In the event any other expenses pertaining to Buyer the Property are not known at Closing, then such expenses shall be prorated based on an estimate and the Closing or, at Seller's option, credited to Buyer against the cash portion parties will reprorate same upon receipt of the Purchase Price actual ▇▇▇▇ for such expenses. In the event there is any recoupment or other consideration payable to applicable governmental authorities as the result of any change of the use by Seller of the Property prior to closing, then Seller shall satisfy such obligation at the Closing. Escrow Holder The provisions of this Paragraph 8 shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementsurvive Closing.

Prorations. The following shall be adjusted between Seller and Buyer and shall be prorated on a per diem basis as of midnight on the Allocation Date (so that Buyer has the benefit of all income for the Closing Date and the burden of all expenses for the Closing Date) but shall be adjusted as of midnight of the Closing Date if the Purchase Price is not in the account of the Title Company ready for disbursement as of noon on the Closing Date (so that, in such event, Seller has the benefit of all income for the Closing Date and the burden of the expenses for the Closing Date): (a) Ad valorem taxes and assessments shall be prorated as of midnight on the Allocation Date. If the amount of the Closing tax year's property taxes are not available on the Closing Date, such taxes will be prorated based upon the prior tax year's assessment for the Closing but shall be reprorated when the actual tax bills for the year of Closing shall become available (and this provision shall survive the Closing). (b) To the extent not paid for by tenants under the Leases, water rates and sewer charges or rentals (if not metered). (c) To the extent not paid for by tenants under the Leases, utility charges (including, but not limited to, water rates and sewer charges or rentals if metered) shall not be apportioned, but Seller shall cause all utility meters to be read not more than two (2) days before Closing Date, and Seller agrees to pay promptly after receipt of all utility bills and charges accruing up to and including the day preceding the Closing Date. If utility deposits are assigned to Buyer, Seller shall receive a credit therefor at Closing. (d) Rents and other fixed charges payable pursuant to the Leases. At the Closing, Seller shall furnish to Buyer a complete and correct schedule of all rents and other fixed charges which are then due and payable but which have not been paid. Buyer shall have no obligation to Seller to collect any such unpaid rents or other charges, and all rents and other charges collected post-Closing by Buyer shall be first applied to current rents and charges due, next to rents and charges past due (in reverse order to which they become past due) for the period after the Closing Date through the then current rent period, and lastly to rents and charges past due for the period prior to the Closing Date. To the extent rents and charges for the period after the Closing Date are current, Buyer agrees that all unpaid rents and other charges for the period prior to the Closing Date, if collected by Buyer, shall be held by Buyer as trustee for Seller and shall be remitted by Buyer to Seller. To the extent Seller collects rents and charges for Leases after the Closing Date, Seller agrees to hold all collections in trust, and to promptly turn over such collections to Buyer, and Buyer shall apply such funds between Buyer and Seller as in the manner provided herein. Percentage rents, if any, shall be equitably prorated upon receipt based upon the number of 11:59 p.m. local time days during the applicable lease year which Seller owned the Property and the number of days which Buyer owned the Property. Buyer shall reasonably cooperate with Seller in its efforts, including litigation initiated by Seller at Seller's expense (but not including any action for eviction or similar remedy), to collect past due rents provided that, in Buyer's reasonable discretion such cooperation shall not jeopardize Buyer's relationship with tenant(s) and further provided that Buyer shall not be obligated to incur any expenses in connection herewith. Any recovery by means of litigation shall belong entirely to Seller. With respect to any amounts due under a lease to reimburse the landlord for operating expenses of the day immediately preceding Property (other than as payment of base rents or percentage rents) whether due on a monthly, quarterly, semi-annual or annual basis and whether payable as estimated payments or otherwise, including, without limitation, common area maintenance charges, the tenant's pro rata share of ad valorem taxes and assessments, the tenant's pro rata share of insurance premiums, and similar charges (collectively, "Additional Rents"), such amounts due pursuant to the Leases shall be prorated at Closing. At the end of each applicable tenant billing/reconciliation period (whether on a calendar year or other time basis; provided, if payments of Additional Rents are not reconciled for any tenant, then the applicable billing/reconciliation period for such tenant shall be deemed to be the calendar year of Closing), all payments of Additional Rents attributable to such reconciliation/billing period shall be adjusted and prorated between Seller and Buyer as provided below in the next paragraphs. Within sixty (60) days after the Closing Date, Seller agrees to provide Buyer (i) a detailed operating expense statement for the actual costs incurred by Seller for operating expenses and other tenant pass-through items that are reimbursable to the landlord by tenants under the Leases (the "Tenant Reimbursement Expenses") that covers the period from the beginning of the then current tenant billing/reconciliation period through the Closing Date together with copies of supporting invoices and other documentation supporting the expenses; and (ii) a statement showing amounts actually collected by Seller as Additional Rent for the period from the beginning of the then current tenant billing/reconciliation period through the Closing Date. With respect to each tenant, Buyer and Seller agree that they will promptly, at the end of the current billing/reconciliation period in effect as of the Closing Date, reconcile the tenant's payments of Additional Rent with Tenant Reimbursement Expenses attributable to such tenant, and Buyer will ▇▇▇▇ the applicable tenant promptly for any additional amounts owed by the tenants as Additional Rent to the landlord for payment of Tenant Reimbursement Expenses. In reconciling each tenant's payments of Additional Rent and Tenant Reimbursement Expenses, Buyer and Seller agree (on a per tenant basis) to reallocate between them the total amount actually collected by Buyer and Seller as Additional Rent for the applicable billing/reconciliation period for each applicable tenant based on the basis of proportion that the actual number of days elapsed costs incurred by each party for Tenant Reimbursement Expenses attributable to such tenant during the month period the tenant was obligated to make payments of Additional Rents bears to the total Tenant Reimbursement Expenses incurred by Buyer and Seller combined for the applicable billing/reconciliation period for which the tenant is obligated to pay Additional Rent. To the extent either party has collected more than its share of tenant payments of Additional Rent for Tenant Reimbursement Expenses as determined by the preceding sentence, such party shall promptly remit such excess amount to the other party; provided, to the extent tenants are due a refund for overpayment of Additional Rent attributable to any such excess amount, Buyer may retain such excess amount for the purpose of reimbursing tenants for overpayments of Additional Rent by tenants. After making the adjustments provided by the previous paragraph, Buyer will promptly remit Seller's pro rata share of any additional amounts actually collected from tenants as the result of reconciliation billing to tenants for Additional Rent due the landlord. In the event any amounts are owing to the tenants, Buyer will notify Seller of its pro rata share of such amounts, with appropriate back-up, and Seller will promptly within forty-five (45) days after receipt of such notice, remit its share of such amounts to Buyer who will then reimburse the tenants' amounts owed by the landlord. In reconciling the tenants' payments of Additional Rent and determining the pro rata share due to or from Seller, with respect to each tenant, the total amount owing to the tenant or the total amount collected from the tenant, as applicable, shall be multiplied by a fraction the numerator of which shall be the actual Tenant Reimbursement Expenses incurred by Seller that are attributable to the applicable tenant billing/reconciliation period during which such tenant was obligated to pay reimbursements of Additional Rent to the landlord and the denominator of which will be the total Tenant Reimbursement Expenses incurred by both Buyer and Seller combined for the applicable tenant billing/reconciliation period for expenses reimbursable by tenants as Additional Rent. All adjustments set forth above shall be calculated on a tenant by tenant basis. In calculating Tenant Reimbursement Expenses, no expenses shall be included within Tenant Reimbursement Expenses unless such expenses are reimbursable under the applicable Tenant Lease without giving effect to any lease provisions creating caps on the total amount of such expenses that are reimbursable to the landlord. Notwithstanding anything herein to the contrary, Seller shall be solely responsible, at Seller's sole cost and expense, for all tenant reimbursements, credits and reconciliations due tenants for years prior to the year of Closing (or for all reconciliation periods prior to the current reconciliation period in which the Date of Closing Date occurs: general , as applicable) and special county shall indemnify and city real property taxes defend Buyer from all costs, expenses and special assessments (collectively, "Taxes") credits that may be due and payable to tenants for any period relating to years prior to the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs (or for all reconciliation periods which ended prior to the current reconciliation period in which the Date of Closing occurs, with as applicable). In the event any tenants are due allowance credits or reimbursements relating to the years prior to the year in which the Closing occurs (or for all reconciliation periods prior to the current reconciliation period in which the Date of Closing occurs, as applicable), Buyer shall receive a credit at Closing against the Purchase Price in the amount of such credits or reimbursements due tenants and Buyer shall be made responsible for paying such credits or reimbursements due tenants to the maximum available discount extent, but only to the extent, of the credit given Buyer by Seller hereunder. (e) Seller shall give Buyer credits for (i) the aggregate amount of tenant security deposits held pursuant to the Leases; and (ii) the aggregate amount of any free rents or other exemptions rent concessions given to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either tenants attributable to the period before from and including the date of Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside last day of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementeach applicable rent concession.

Prorations. (a) The following items listed in this Paragraph shall be apportioned between the Seller and Buyer as of the Closing Date. Notwithstanding anything set forth in this Agreement to the contrary, Buyer shall be entitled to the income, and shall incur the expenses, attributable to the Closing Date. Further, notwithstanding anything herein to the contrary, there shall be no proration of costs, expenses or other items as to a Parcel that are required to be paid by a Tenant under a Lease pertaining to such Parcel. (b) Rents and other monthly payments under the Leases (including, without limitation, additional rents, common area maintenance charges, charges under Lease for taxes and insurance premiums or for escalations thereof and any other expense reimbursements), utility charges and property owners association charges for the year of the Closing shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date. Buyer shall receive a credit for security deposits, on if any, actually held by Seller. Real and personal property taxes shall be prorated as of the Closing Date based upon the maximum discount amounts; provided, however, such amounts shall not be prorated as to a Parcel if and to the extent that the Tenant under the Lease for such Parcel is required to pay such amounts directly to the taxing authority. If the Closing shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be upon the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") tax rate for the preceding year applied to the latest assessed valuation. Subsequent to the Closing, when the tax period then in effect and insurance premiums (but only if Buyer rate is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available fixed for the fiscal year in which the Closing occurs, with Seller and Buyer agree to adjust the proration of taxes and, if necessary, to refund or pay (as the case may be) such sums as shall be necessary to effect such adjustment. Seller's insurance coverage on the Property may be terminated effective as of Closing. If a Tenant under a Lease has failed to pay rent as and when due allowance under its Lease, then payments received following Closing from such Tenant shall be applied in the following order of priority (and the assignment of the Lease executed at Closing shall so provide): (i) first, to any amounts currently due under such Lease, if any; (ii) next, to amounts due under such Lease for prior months, in reverse chronological order. To the extent Buyer or Seller receives payments from a Tenant under a Lease following Closing, it shall be made deemed to hold such payment in trust and shall be obligated to pay to the other party any sums to which it is entitled under this Paragraph. This obligation shall survive Closing. (c) Certified, confirmed and ratified special assessment liens as of the Closing Date shall be paid by Seller. Pending liens as of the Closing Date shall be assumed by Buyer. (d) Assessments payable pursuant to any recorded restrictions shall be prorated to the Closing Date. (e) Utility charges for telephone, gas, electricity, sewer, water and other utilities, if any, shall not be prorated as of the maximum available discount or other exemptions closing date to the extent permissible that arrangements can be made by Seller for said yearthe rendition of final bills, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion based upon a reading of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before meters on the Closing Date, . Seller shall be responsible for and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after such bills for utility services up to and including the Closing Date. Buyer shall assume responsibility for the payment of utility services provided to the Property subsequent to the Closing Date. To the extent that utility bills cannot be handled in the foregoing manner, all of which rents, other income and expenses they shall be prorated as of the closing date based upon the most recent bills available and readjusted on the basis of the actual bills rendered for the period during which the Closing Date occurs, as and when such bills are received. The obligations set forth in this subparagraph shall survive Closing. Rents . (f) Seller shall seek the refund of any utility deposits from the utility companies directly, and other incomeBuyer shall be responsible for posting deposits and making arrangements for utility services in its own name, if any, collected effective as of the Closing Date. (g) Amounts payable under Service Contracts assumed by Buyer after shall be prorated as of the Closing Date. (h) All prorations and adjustments shall be applied first to any amounts due to Buyer made by the parties, assisted by their respective counsel or accountants. If final adjustments are not completed as of the Closing Date, the parties shall nevertheless close the transaction contemplated herein and thenmake prorations and adjustment on the basis of mutually agreeable estimates, subject, however, to later reproration or readjustment based upon the extent final determination of their respective accountants. Each party agrees to exercise diligence and good faith in reaching agreement with respect to such rents or other income relate to the period ending on or before the prorations and adjustments. The obligations set forth in this subparagraph shall survive Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following All real property Taxes, personal property Taxes, ad ---------- valorem obligations and similar Taxes imposed on a periodic basis, in each case levied with respect to the Transferred Assets, other than conveyance taxes provided for in Section 10.2(c) below, for a taxable period which includes (but does not end on) the Closing Date shall be prorated apportioned between the Seller and the Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Date based on the basis of the actual number of days elapsed during of such taxable period included in the month Pre-Closing Tax Period and the number of days of such taxable period included in which the Post-Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") Tax Period. The Seller shall be liable for the tax period then in effect and insurance premiums (but only if Buyer proportionate amount of such Taxes that is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions attributable to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Pre-Closing or to the period Tax Period. Within 90 days after the Closing, then the Seller and the Buyer and shall present a reimbursement to which each is entitled under this Section 10.2(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. Thereafter, the Seller shall adjust notify the actual Buyer upon receipt of any ▇▇▇▇ for real or personal property Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition relating to the foregoing apportionmentsTransferred Assets, Seller shall receive part or all rents and other income accruedof which are attributable to the Post-Closing Tax Period, and shall promptly deliver such ▇▇▇▇ to the Buyer who shall pay all other expenses accrued the same to the appropriate taxing authority, provided that if such ▇▇▇▇ covers the Pre-Closing Tax Period, the Seller shall also remit prior to the due date of assessment to the Buyer payment for the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. In the event that either the Seller or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and thereafter make a payment for which it is entitled to reimbursement under this Section 10.2(b), the other income accruing, and party shall pay all other expenses accrued or incurred, make such reimbursement promptly but in connection with the ownership or operation of Property on or no event later than 30 days after the Closing Date, all presentation of a statement setting forth the amount of reimbursement to which rents, other income the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section and expenses shall be prorated as not made within 20 business days of delivery of the Closing. Rents and other incomestatement shall bear interest at the rate per annum determined, if anyfrom time to time, collected by Buyer after under the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10provisions of Section 6621(a)(2) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller Code for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementeach day until paid.

Prorations. The following shall be prorated between Buyer Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of the a 365 day year, actual number of days elapsed during the month in which the Closing occurs: general elapsed). Seller will be charged and special county and city real property taxes and special assessments (collectively, "Taxes") credited for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration amounts of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion all of the Property) and allocable either Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Title Company and submitted to Seller and Purchaser for approval (which approval shall not be unreasonably withheld, then Buyer delayed or conditioned) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Title Company for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned with any prorations that are assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made after if possible as of the Closing pursuant Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within six (6) months after Closing; provided that such reconciliation, as it relates to real estate taxes, shall be made within thirty (30) days following the issuance of the tax bills for the Real Property. The provisions of this AgreementSection 10.4 will survive the Closing for six (6) months, and in the event any items subject to proration hereunder are discovered within such 6-month period, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4.

Prorations. The following shall All normal and customarily proratable items of income and expense relating to the Property will be adjusted between Seller and Buyer for each Site, on a Site-by-Site basis, for the Closing as provided below. Closing Date prorations will be made as of 12:01 A.M. local time on the day of the Closing as if ▇▇▇▇▇ was the owner of the Site for the entire Closing Date. (a) Collected base rents, additional rent and any separate amounts for Real Estate Taxes, common area maintenance charges, insurance, and other expenses related to the Site paid by the Tenants to Seller under the Leases (collectively, “Rents”) for the month of Closing will be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Date on the basis of the actual number of days of the month (or other applicable time period) which shall have elapsed as of the Closing Date. Buyer shall receive all collected Rent attributable to dates from and after the Closing Date. Seller shall receive all collected Rent attributable to dates prior to the Closing Date. (b) All Leasing Costs shall be prorated as provided for in Section 3.6. (c) Real Estate Taxes for such site that first become delinquent (and thus are customarily paid) in the Closing Year (the “Closing Year Taxes”) will be prorated by the Parties at Closing, with due adjustment being made for any portion of the Closing Year Taxes that is paid or payable to the taxing authority(ies) either (i) directly by the applicable Tenant; (ii) by the Landlord but is collected from (or reimbursed by) the applicable Tenant in lump sums that correlate directly to the payment amounts; (iii) by the Landlord but is collected from (or reimbursed by) the applicable Tenant through monthly estimated tax impound payments collected by the Landlord; (iv) by the Landlord but is not separately reimbursed or impounded by the applicable Tenant because the Lease for such Tenant is a “gross lease;” or (v) by the Landlord but relates to leasable space at the Property that as of the Closing Date is not subject to a Lease. Notwithstanding the foregoing, if, on or after the Effective Date, a Site or any portion thereof shall be or shall have become affected by any special assessment for public improvements for work completed prior to the Effective Date, Seller shall pay at the Closing all unpaid installments currently due and payable. (d) At Closing, Seller shall provide to Buyer a schedule of all past due rents and other fees owed to Seller by any Tenant (including but not limited to any CAM Expenses (as hereinafter defined), tax payments, insurance payments, or late fees) (the “Past Due Rents”) and Buyer shall purchase the Past Due Rents from Seller at Closing. (e) Except as set forth in Section 5.4(d), all other items of common area maintenance charges, insurance, or other expenses related to each Site for the Closing Year (“CAM Expenses”), including but not limited to any utility charges, maintenance charges, and charges under any Contracts, Related Agreements or Permitted Exceptions, will be prorated by the Parties at Closing, with due adjustment being made for any portion of the CAM Expenses that is paid or payable either (i) directly by the applicable Tenant; (ii) by the Landlord but is collected from (or reimbursed by) the applicable Tenant in lump sums that correlate directly to the payment amounts; (iii) by the Landlord but is collected from (or reimbursed by) the applicable Tenant through monthly estimated impound payments collected by the Landlord; (iv) by the Landlord but is not separately reimbursed or impounded by the applicable Tenant because the Lease for such Tenant is a “gross lease;” or (v) by the Landlord but relates to leasable space at the Property that as of the Closing Date is not subject to a Lease. For any utilities that are in the name of Seller, ▇▇▇▇▇ and Seller will cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final bill to Seller, with ▇▇▇▇▇ being designated the billing party in lieu of Seller from and after the Closing Date. Seller will be entitled to receive and retain any deposits of Seller held by utility companies with respect to the Property. (f) Except to the extent considered Leasing Costs, in which case such costs shall be prorated between Buyer and Seller as set forth in Section 3.6, Seller will pay the costs of all capital improvement work related to a Site that are or become due and payable prior to the Closing Date, except as agreed differently in writing (email being sufficient) between Buyer and Seller with respect to work in progress capital improvements. Buyer will assume such capital improvement work obligations pursuant to Section 3.11 above, and Seller will have no further responsibility for such costs. The provisions of this Section shall survive the Closing. (g) Each of Seller and ▇▇▇▇▇ acknowledge and agree that none of the insurance policies, fidelity bonds and other insurance contracts maintained by Seller in respect of the Property (the “Seller Insurance Policies”) shall be assigned to Buyer, and Buyer shall be responsible for arranging for its own insurance for the Property as of the Closing Date. Accordingly, no proration or adjustment shall be made between Seller and Buyer with respect to the Seller Insurance Policies. (h) To the extent not addressed by Section 5.4(e), charges under Contracts assigned at Closing, Related Agreements assigned at Closing, Permitted Exceptions, and all other costs and expenses incurred in connection with the ownership and operation of the Property that are customarily prorated shall be prorated as of the Closing Date, with Seller paying all such expenses accruing with respect to any time period prior to the Closing Date and Buyer paying all such operating expenses accruing with respect to any time period after the Closing Date. (i) No later than three (3) Business Days prior to the Closing Date, the Parties shall jointly prepare a proration schedule setting forth the prorations to be made at such Closing pursuant to this Section 5.4, which proration schedule shall be reflected on the Closing Statement. (j) If for any reason sufficient information is not available for a Site at Closing to allow Seller to provide the proration amounts contemplated in this Section 5.4 or if the proration schedule is otherwise inaccurate or incomplete, Seller or Buyer (as applicable) will provide appropriate reconciliations (and reasonable supporting information) to the other Party within one hundred eighty (180) days after the Closing Date; and unless the other Party reasonably objects thereto within (30) days of their receipt, thereupon Seller will pay to Buyer any amounts due Buyer, and Buyer will pay to Seller any amounts due Seller, as may be indicated by such supplemental reconciliations (net of any amounts that may have been estimated or determined by Seller and Buyer and paid or credited for such purposes at the Closing between such Parties). To the extent there is any dispute between the Parties with respect to such reconciliations, the Parties will work in good faith to resolve such dispute and if the Parties cannot agree on the reconciliation within twenty (20) Business Days after receipt of an objection notice, then the Parties shall attempt to resolve such dispute through mediation. Unless expressly otherwise agreed by the Parties, the reconciliation credits or payments made between ▇▇▇▇▇ and Seller as provided in this Section 5.4 will be final as between the Parties. Seller will be responsible for preparing and providing any final full-year reconciliations of Real Estate Taxes and CAM Expenses pertaining to calendar year 2022 and Buyer will be responsible for preparing and providing any final full-year reconciliations of Real Estate Taxes and CAM Expenses pertaining to calendar year 2023 that may be required to be provided to any Tenant pursuant to its Lease and for settling any adjustments required with each such Tenant as a result of such reconciliations (provided, that Buyer may utilize the reconciliations and supporting information received from Seller for such purpose), and thereupon Seller will pay to Buyer any amounts due Buyer, and Buyer will pay to Seller any amounts due Seller, as may be indicated by such supplemental reconciliations. (k) If any Tenant pays percentage rent under its Lease, Buyer will remit to Seller, within thirty (30) days of receipt from such Tenant, Seller’s proportionate share of any percentage rental paid by such Tenant under its Lease with respect to the “lease year” or other applicable fiscal period under such Lease in which Closing occurs (such applicable fiscal period being the “Payment Period”), which proportionate share due to Seller will be determined based on the number of days (excluding the Closing Date) Seller owned the related Site during such Payment Period compared to the number of days (including the Closing Date) Buyer owned the related Site during such Payment Period. (l) Seller will supply the relevant information to Buyer not later than five (5) Business Days prior to Closing for, and the Parties will cooperate in the calculation, review and finalization of, the adjustments and prorations contemplated by this Section for the Closing. The Purchase Price amounts, prorations, closing costs, and any other credits and adjustments will be reflected on a closing settlement statement prepared by Escrow Agent and executed by ▇▇▇▇▇ and Seller for the Closing on an aggregate basis and, if desired by either Party, with Site-specific information included therewith. If a net amount is owed by Seller to Buyer at Closing for the adjustments and prorations contemplated by this Section, such amount will be credited against the Purchase Price being paid at Closing. If a net amount is owed by Buyer to Seller at Closing for the adjustments and prorations contemplated by this Section, such amount will be paid to Seller together with the Purchase Price at Closing. (m) Unless a payment of Rents (other than base rent) is otherwise expressly captioned or directed by the paying Tenant, any Rents received by either Party from a Tenant following the Closing on such Tenant’s Site will be applied (i) first, between the Parties, to any Rents due from such Tenant for the month of Closing, but only to the extent received during the month in which the Closing occurs: general , (ii) next, to Buyer, to any delinquent Rents and special county and city real property taxes and special assessments (collectively, "Taxes") for Rents then due or to become due within the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year month in which received from such Tenant for periods following the month of Closing, and (iii) finally, to Seller, to any delinquent Rents due from such Tenant for periods prior to Closing, in each case in inverse order of maturity. From and after Closing, ▇▇▇▇▇ will use commercially reasonable and good faith efforts on Seller’s behalf for a period of not less than twelve (12) months following the Closing occursDate to collect and remit to Seller any delinquent Rents owed to Seller from a Tenant, with due allowance provided that Buyer will have no obligation to be made for the maximum available discount institute any litigation against or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or evict any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, Tenant in connection with such efforts. If after Closing either Party receives any Rents or other amounts that properly belong to the ownership or operation of Property before other Party based upon the Closing Dateprorations or the provisions of this Section 5.4, such amounts will be promptly remitted by the receiving Party to such other Party (net of reasonable and actual costs of collection). (n) If there are any items, matters, payments, or other obligations owed to Seller by a Tenant or third party that would not customarily be conveyed by a seller to a buyer in a sale transaction of this nature (“Excluded Seller Receivable Items”), such Excluded Seller Receivable Items will be retained by Seller and not conveyed (either in whole or in part) to Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection together with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated related Site pursuant to this Agreement. Any such Excluded Seller Receivable Items that are known by Seller as of the ClosingEffective Date will be set forth on Schedule D attached to this Agreement. Rents and other incomeIn addition, if anythere is any capitalized expense incurred by Seller with respect to a Site that is being amortized and reimbursed by the Tenant over a number of years, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, then to the extent such rents or other income relate expense will not be fully reimbursed by the Tenant as of the Closing Date (such unreimbursed amount being an “Unreimbursed Capital Expense Amount”), such Unreimbursed Capital Expense Amount will be paid by Buyer to the period ending on or before the Seller at Closing, and ▇▇▇▇▇ will thereafter have the sole right to collect and receive all remaining reimbursement payments from the applicable Tenant. Any such rents or other income shall be paid to Unreimbursed Capital Expense Amounts that are known by Seller within ten (10) days after end as of the month in Effective Date will be set forth on Schedule E attached to this Agreement. The inadvertent exclusion of any matter that should properly have been listed on Schedule D or Schedule E, particularly any such matter of which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing orParties do not have actual knowledge when this Agreement is executed, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations deemed dispositive that such matter was not intended to be treated as an Excluded Seller Receivable Item or an Unreimbursed Capital Expense Amount. (o) The provisions of this Section 5.4 that by their terms are to be made occur after a Closing will survive the Closing pursuant to this AgreementClosing.

Prorations. The following shall be prorated between Buyer and Seller apportioned on a per diem basis as of 11:59 p.m. local time 12:01 a.m. of the day immediately preceding Closing Date ("Adjustment Date") and adjusted between the parties on the basis of the number of days in the month of the Closing Datewith respect to each Property: (a) Real estate and other taxes, assessments and charges, and other municipal and State charges, license and permit fees, water and sewer rents and charges, if any, on the basis of the actual number fiscal period for which assessed or charged; (b) Water, electric, gas, steam and other utility charges for service furnished to the Property; (c) Fuel, if any, and all taxes thereon, on the basis of days elapsed during a reading taken as close as possible to the Adjustment Date; (d) Base rents and any other rental payments (the "Rents") paid under the terms of the Leases for the month in which the of Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes all prepaid rents for months thereafter shall be based on credited to Buyer at Closing); (e) Any amounts paid or payable under any Service Contracts being assigned to Buyer, provided, however, that the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions "up front" payment received by Seller pursuant to the extent permissible for said year, and to cable television contract affecting one or more of the extent the tax bills do not accurately reflect the actual Taxes assessed Properties shall be prorated by giving Buyer a $25,000 credit against the Property Purchase Price in the aggregate; (or f) All costs associated with telephone directory listings and any portion of the Propertyother prepaid advertising; and (g) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and Any other income accrued, and shall pay all other expenses accrued or incurred, customary adjustments made in connection with the ownership or operation sale of Property before similar type buildings. All tenant security deposits required to be held under the Closing DateLeases and accrued interest owed to tenants thereunder, if applicable, as shown on the certified rent roll and which have not been applied in accordance with the terms of the Leases, shall be credited to Buyer shall receive all rents and other income accruingat Closing. There will be no proration of insurance costs at Closing. Except as may be otherwise provided herein, and shall pay all other expenses accrued or incurred, in connection with which are attributable to the ownership or operation period prior to the Closing Date shall be the obligation of Property on or Seller and those which are attributable to the period from and after the Closing Date, all of which rents, other income and expenses Date shall be prorated as the obligation of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. (a) The following shall be prorated between Buyer Parties will each execute and Seller as of 11:59 p.m. local time of the day immediately preceding deliver to Escrow Agent for the Closing Datea closing statement setting forth the Purchase Price and all closing credits, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general prorations, charges, costs and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)adjustments contemplated by this Agreement. Proration of Taxes shall All prorations will be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated calculated as of the Closing. Rents Closing Date by Escrow Agent, based upon the latest available information, with income and other income, if any, collected by Buyer after expense for the Closing shall be applied first Date being allocated to Buyer. Buyer will receive a credit for any amounts due to Buyer and then, to the extent such rents rent paid or other income relate to payable by Tenant for the period ending on or before beginning with and including the Closing, such rents or other income shall be paid to Seller within ten (10) days after end Closing Date through and including the last day of the month in which Closing occurs. All other credits and charges to Buyer and Seller will be similarly prorated as of the Closing Date. Real estate taxes and assessments, if not the sole responsibility of Tenant under the Lease, will be prorated on an accrual basis and, if actual amounts are not available, will be based upon the current valuation and latest available tax rates or assessments. All pre-paid or abated rents or deposit amounts (including any tax or expense escrows and any security deposits) held by Seller under the Lease, if any, will be paid to Buyer in the form of a credit against the Purchase Price. Seller will timely perform any tax or expense reconciliations that may be required under the Lease to the extent applicable to Seller’s period of ownership If after Closing either Party receives any rents or other amounts that properly belong to the other Party based upon the Closing prorations, such amounts will be immediately remitted to such other Party. (b) If after Closing either Party discovers any errors, or receives additional information, indicating that the prorations were collectedinaccurate, such Party will promptly notify the other and the Parties will correctly re-prorate the amounts in question. Buyer shall incur no obligation to Seller for Buyer's failure to collect No such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall correction will be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made required later than twelve (12) months after the Closing pursuant Date unless prior to such date the Party seeking the correction has given a written notice to the other Party specifying the nature and basis for such correction; provided, however, that if a correction is sought because current tax or assessment bills for the Property were not available as of Closing, the correction period with respect to the closing proration of such taxes or assessments will if needed continue beyond such 12-month period until thirty (30) days after Buyer’s receipt of the applicable bills. In the event of any re-proration under this AgreementSection, the Party owing funds will within thirty (30) days after determination remit to the other Party the amount shown to be due. The provisions of this Section 12 shall survive Closing.

Prorations. The following shall be prorated between Buyer (a) All rents, water and Seller as of 11:59 p.m. local time other utility service charges for electricity, sewer, heat and air conditioning services and other utilities, elevator maintenance, insurance premiums, tenant lease improvement construction costs, and other expenses incurred in operating the Property, and assessments on the Property for the current fiscal year of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year taxing authorities in which the Closing occurs, shall be prorated with due allowance to be made Seller being responsible for or receiving (as appropriate) the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either thereof applicable to the period before ending on the Closing or Date and Buyer being responsible for and/or receiving (as appropriate) the portion thereof applicable to the period commencing after (and including) the Closing Date. To the extent that at Closing, the Company has a negative working capital account balance (as calculated pursuant to the Company’s historical accounting policies consistently applied and subject to the satisfactory review by Buyer), the Purchase Price shall be adjusted downward in the amount necessary to bring such working capital account balance to $0.00. All prorations contemplated in this Section 4.05 have been taken into account in the determination of the Purchase Price and the Purchase Price reflects such prorations and such prorations are final in all respects. (b) In the case of any taxable period that begins before and ends after the ClosingClosing Date (a “Straddle Period”), then Buyer and Seller shall adjust the actual apportion all property and similar ad valorem Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition with respect to the foregoing apportionments, Assets and the Contracts based upon the number of days in such Straddle Period. Seller shall receive be responsible for all rents such Taxes with respect to the Assets and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation Contracts for the portion of Property before such Straddle Period ending on the Closing Date, and Buyer shall receive be responsible for all rents such Taxes with respect to the Assets and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation Contracts for the portion of Property on or such Straddle Period beginning after the Closing Date, all of which rents, other income and expenses shall be as determined on a daily pro rata basis. If the final prorated amounts are not known as of the Closing. Rents and other incomeClosing Date, if any, collected by Buyer after the Closing such amounts shall be applied first to any amounts due to Buyer estimated and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income adjustments thereto shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant at such time as they are known to Buyer and Seller. (c) All prorations contemplated in this AgreementSection 4.05 have been taken into account in the determination of the Purchase Price and the Purchase Price reflects such prorations and such prorations are final in all respects.

Prorations. 7.1 The following shall be prorated apportioned and adjusted between Buyer Seller and Seller Purchaser as of 11:59 p.m. local time of on the day immediately preceding the Closing Date, with the portion applicable to the periods beginning as of such time credited or charged to Purchaser and the portion applicable to periods ending prior to such time credited or charged to Seller, except as otherwise specified: (a) rents and additional rents under or in respect of the Tenant Leases, as, when and to the extent actually collected, on the basis of the period for which payable under the applicable Tenant Lease and apportioned on the basis of the actual number of days in such period. Prepaid rents for periods following the Closing Date shall be credited to Purchaser at Closing. Uncollected rent will not be prorated; (b) real property taxes and other like and similar municipal taxes and charges against the Property, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period; (c) subject to Section 7.5, electric, gas, steam, water, sewer and other public utility charges for services furnished to the Property, on the basis of the actual number of days elapsed during in any period covered by the month charge being apportioned (except that no apportionment shall be made for any of such items as are furnished and charged by the applicable utility company directly to Tenants under the Tenant Leases); and (d) charges under the Contracts to be assigned by Seller to Purchaser in accordance with Section 14.4, on the basis of the actual number of days in any period covered by the charge being apportioned. Seller shall pay, at or prior to the Closing, all installments or amounts of items which are being apportioned under this Section which became due and payable prior to the Closing occurs: general Date. Any upfront cable or laundry bonus, commissions or similar payments paid to Seller under any Contracts that are being assigned to Purchaser at Closing shall not be prorated. 7.2 Seller shall pay all unpaid commissions, fees and special county and city other charges due on or prior to the Closing to real property taxes and special assessments (collectively, "Taxes") for estate brokers or other Persons with respect to any Tenant Lease beginning prior to the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)Closing Date. Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which If the Closing occurs, then Purchaser shall be responsible for commissions, fees, or other charges due to real estate brokers not employed by or affiliated with due allowance Seller with respect to Tenant Leases. 7.3 If the Closing occurs before a new real property or other applicable tax rate or charge of a Governmental Entity is fixed, then the apportionment of such tax or charge at the Closing shall be made based upon the basis of (i) the assessed value of the Property for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion year of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and if known, or the assessed value of the Property for the year before the Closing, if such value is not known, multiplied by (ii) the tax rates for the year of the Closing, if known, or the rates for the year before the Closing, if not known. Seller shall adjust be responsible for the actual Taxes between Buyer payment of any such real estate and Sellerpersonal property taxes that are delinquent before Closing. Promptly after the new tax rate has been fixed, outside the apportionment of Escrowsuch tax or charge made at the Closing shall be recalculated and any reimbursement owed by Purchaser to Seller or Seller to Purchaser, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentscase may be, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated paid promptly after such recalculation. If there is an appeal by Seller or Seller's agent with respect to any real property or other applicable tax pending as of the Closing Date relating to such amounts during the current calendar year, then Seller shall control such appeal after Closing, subject to Purchaser’s right to consent to any settlement. Rents If Purchaser appeals the real property or other applicable tax (or controls a tax protest) and other incomeis successful, if anyPurchaser agrees to pay Seller the portion of such award applicable to Seller's period of ownership (after deducting Purchaser's and Seller’s reasonable out of pocket costs and expenses, collected by Buyer and reimburse Seller for Seller’s costs). If there are any pending appeals relating to prior calendar years, then Seller shall be entitled to control such appeals and all proceeds relating to any such prior calendar year appeals. The parties agree to reprorate/true-up on Property taxes within 30 days of receipt of the 2022 tax bill or assessment. 7.4 Payments received from such Tenant after the Closing shall be applied first in the following order of priority: first, to non-delinquent rents due for the month of Closing, second, to current and delinquent rents and other sums due Purchaser after Closing and the balance to any amounts delinquent rents and other sums due Seller prior to Closing; provided, however, any collections attributable to COVID rental assistance programs shall be pro-rated between Seller and Purchaser in accordance with the period to which such assistance is attributable (i.e., prior to or after Closing). If any payments from a Tenant received by Purchaser or Seller after the Closing are payable to the other party by reason of this Section, then the appropriate sum shall be promptly paid to the other party. After the Closing, Seller may bring, in Seller's name and at Seller's expense, an action against any delinquent Tenant to collect rent, additional rent, or other payments due Seller for a period prior to the Closing Date, together with the cost of collection thereof; but in no event shall Seller seek any remedy other than collection of funds from the particular Tenant. Seller shall not interfere with other Tenants of the Property and shall comply with all applicable laws in connection with its collection of delinquent sums pursuant to the terms of this paragraph. Notwithstanding anything contained herein to the contrary, nothing shall prevent Purchaser from commencing eviction proceedings against any Tenant for non-payment of current rents as they become due or for non-payment of rents due to Buyer Seller prior to Closing. Purchaser’s obligations related to 7.5 The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills of such utilities. The charges shown on such available bills for periods prior to the Closing Date shall be paid by Seller, and thenfor the period from the date of each such last available utility bill to the Closing Date an apportionment shall be made based on the amount charged for the period covered by such last available bill. Notwithstanding the foregoing, Seller will endeavor to cause the respective utility companies to read their meters or fix their charges to the Closing Date, in which event Seller shall pay such charges, when billed, to the extent Closing Date, and Purchaser shall pay such rents charges from and after the Closing Date and/or promptly reimburse Seller for any such charges paid by Seller for any period subsequent to the Closing Date. 7.6 At the Closing, Seller shall be entitled to the return of all deposits or other income relate escrows held for Seller's account at or by any public utility company in connection with utility services furnished to the Property, and shall receive a credit against the Purchase Price for any such amounts remaining on deposit or in escrow after Closing, provided such Seller’s right to such deposits are assigned to Purchaser at Closing. Prior to the Closing Date, Purchaser shall notify all such public utilities in writing of the applicable transfer of service. 7.7 If any item covered by this Article cannot be apportioned because the same has not been (or cannot be) fully ascertained on the Closing Date, or if any error has been made with respect to any apportionment, then such item shall be apportioned (or corrected, as applicable) as soon as the same is fully ascertained, but no later than sixty (60) days after the Closing Date (or if later and only with respect to the proration of taxes no later than thirty (30) days after the final tax rates and values as provided by the applicable Governmental Entity), and shall be paid within ten 7.8 Subject to the provisions of Section 7.3, real estate tax refunds and credits received after the Closing which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Purchaser, pursuant to this Article. 7.9 If, as of the Closing Date, the Property shall be (or shall have become) subject to a special or local assessment or charge of any kind (whether or not yet a lien), then Seller shall pay all installments thereof attributable to periods prior to the Closing Date or due and payable prior to the Closing Date; provided, however, any installment thereof attributable to a period from and after the Closing Date shall be apportioned at the Closing in the same manner as for taxes under Section 7.1(b). Purchaser shall be responsible for all installments of such assessment attributable to the period ending on from and after the Closing Date. 7.10 In the event either Purchaser or before Seller shall owe the other any money as a result of the terms of this Article 7 (whether at Closing or thereafter), then the party owing such money shall pay the other party such money promptly, as soon as the amount is finally determined. 7.11 At Closing, such rents or other income Purchaser shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer receive a credit against the cash portion of the Purchase Price at equal to the 7.12 This Article 7, and all rights and duties of the parties hereunder, shall survive the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following (i) All normal and customarily proratable items, including without limitation, real estate and personal property taxes and assessments, utility bills (except as hereinafter provided), collected rents and other income, and Contract payments (under Contracts assumed by Purchaser), shall be prorated between Buyer and Seller as of 11:59 p.m. local time the Date of Closing, Seller being charged and credited for all of the day immediately preceding same relating to the period up to the Date of Closing Dateand Purchaser being charged and credited for all of the same relating to the period on and after the Date of Closing. If the amount of any such item is not known on the Date of Closing, such item shall be apportioned on the basis of the actual number comparable period of the prior year with a reapportionment within ninety (90) days elapsed during of the month Date of Closing or as soon thereafter as the amount of the item is actually determined but in which the Closing occurs: general and special county and city real property taxes and special assessments no event later than March 31, 2004. No proration shall be made in relation to delinquent or other uncollected rents, common area expense charges or tax payments, (collectively, "TaxesUncollected Rents") for existing, if any, as of the tax Date of Closing. To the extent that interim reimbursements of real estate taxes and operating expenses are made by tenants under the Leases and have been collected by Seller prior to the Closing, such payments may be retained by Seller without duty to account therefor to Purchaser (unless such reimbursements are prepayments of amounts due and payable and relating to the period then after the Closing in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes which event such amounts shall be based on the most recent official remitted to Purchaser at Closing). (ii) With respect to tax bills or notice of valuation available and operating expense charges to tenants for the fiscal year period in which the Closing occurs, with due allowance Purchaser shall submit to Seller the end of period calculations of readjustments prior to submitting the same to tenant. The calculations shall be subject to Seller's approval which shall not be unreasonably withheld or delayed. If such readjustment reflects monies owed to tenants, Seller shall pay to Purchaser for repayment to tenants its prorata share of such amounts. If such readjustment reflects monies owed by tenants, Purchaser shall pay to Seller its prorata share when and as collected from such tenants. If, however, such readjustment cannot be made prior to March 31, 2004, there shall be no readjustment or "true up" between Seller and Purchaser whether or not a readjustment reflects monies owed by or to tenants for such fiscal period. (iii) With respect to percentage rent payable under the maximum available discount or other exemptions Leases for any lease year ending prior to Closing, any and all percentage rent shall belong to Seller. To the extent that any such percentage rent is received by Purchaser, Purchaser shall promptly pay over the same to Seller. With respect to any lease year during which the Closing shall take place, Seller shall be entitled to that portion thereof represented by multiplying such percentage rent by a fraction, the numerator of which is the number of days of such lease year occurring prior to Closing and the denominator of which is 365. Purchaser shall be entitled to the balance thereof. Purchaser agrees to use reasonable efforts to collect such percentage rent (with no obligation, however, to incur any additional out-of-pocket costs with respect thereto) and promptly after receipt thereof by Purchaser, the same shall be allocated as aforesaid and paid to Seller. (iv) With respect to operating expenses, taxes and utility charges payable by tenants under the Leases, to the extent permissible that Seller has received as of the Closing payments allocable to a period subsequent to the Closing, same shall be properly prorated with an adjustment in favor of Purchaser. With respect to any payments received by Purchaser after the Closing allocable to a period prior to Closing, Purchaser shall promptly pay the same to Seller. (v) Purchaser shall pay Uncollected Rent of Seller as and when collected by Purchaser, it being agreed that any rents collected by Purchaser shall first be applied to rents due in the month of Closing, then to rents currently due after Closing and the balance to Uncollected Rents. Purchaser agrees to bill tenants of the Property for said yearall Uncollected Rents and to t▇▇▇ any additional reasonable actions requested by Seller to collect Uncollected Rents provided that Purchaser shall not be obligated to incur any material out-of-pocket third party expense in connection with such actions and Purchaser shall not be obligated to take any action to terminate a tenancy. Seller reserves the right to bring suit against tenants of the Property to collect for Uncollected Rent (and other charges due to Seller for the period prior to the Closing) but Seller may not, subsequent to the date hereof, bring suit for possession of the premises occupied by such tenants. (vi) Final readings and final billings for utilities will be made as soon after the Date of C▇▇▇▇▇▇ ▇s is reasonably possible. A proration shall be made based upon the parties' reasonable good faith estimate and a readjustment made within thirty (30) days after Closing or such later date as shall be necessary so that such readjustment may be based upon actual bills for such utilities. No proration will be made in relation to insurance premiums and the insurance policies will not be assigned to Purchaser, except to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurredinsurance premiums are included in common area expenses, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses event they shall be prorated as provided above. Seller shall be entitled to receive a return of all deposits presently in effect with the utility providers, and Purchaser shall be obligated to make its own arrangements for deposits with the utility providers. (vii) Purchaser shall receive a credit for all security deposits from tenants then held by Seller (the "Security Deposits") which are in cash and in such event Purchaser shall assume all of Seller's obligations to repay such Security Deposits to tenants. With respect to any Security Deposits which are letters of credit, Seller shall, if the same are assignable, deliver to Purchaser at the Closing such letters of credit and shall execute and deliver such other instruments as the issuers of such letters of credit shall require to assign such letters of credit to Purchaser. Seller shall cooperate with Purchaser to change the name of the Closing. Rents beneficiary under such letters of credit so long as Seller does not incur any additional cost or expense in connection therewith. (viii) Charges and other income, if any, collected by Buyer revenue(s) under any parking agreements shall be apportioned based on revenues for the month preceding Closing and shall be re-adjusted as promptly as possible after the Closing to accurately reflect the daily charges and revenues paid for the month of March. (ix) Charges and revenue(s) under any of the license agreements listed as "antennae agreements" on Schedule 1.1.8 shall be applied first to any amounts due to Buyer apportioned in accordance with Sections 6.1(a)(i) through (v). (x) Rent, additional rent and then, other charges with respect to the extent Air Rights Lease shall be apportioned in a customary and normal manner. (xi) Revenues with respect to the Cafeteria Agreement shall be apportioned based on revenues for the month preceding Closing and all operating expenses and other costs payable by Seller under the Private Center Management Agreement NO DP 272000 dated February 11, 2000, between Seller and Fitcorp HealthCare Centers, Inc. as amended and under the Cafeteria Agreement, as applicable, shall be apportioned based on the expenses for the month preceding Closing so that Seller is allocated that portion of such rents or operating expenses and other income relate costs attributable to the period ending on or before preceding the Closing, such rents or other income Date of Closing and Purchaser is allocated the balance and shall be re-adjusted as promptly as possible after the Closing to accurately reflect the expenses and revenues paid in March. (xii) Purchaser shall receive a credit with respect to all reimbursements owed to and deposits from parties under any booking contracts with respect to any auditorium space located in the Real Property and parties to any Contracts which are then held by Seller within ten and in such event Purchaser shall assume all of Seller's obligations to repay such reimbursements and deposits to the applicable parties under such contracts. (10xiii) The provisions of this Section 6.4 shall survive the Closing until March 31, 2004, and in the event of any error in performing the prorations contemplated by this Agreement or if information becomes available subsequent to the Closing indicating that the prorations performed at Closing were not accurate the parties hereto shall be obligated promptly to re-prorate the closing adjustments to correct such errors and to reflect such new information. (b) Seller shall prepare a detailed statement setting forth all closing adjustments and shall deliver same to Purchaser (together with all supporting data) not less than five (5) business days after end prior to Closing. (c) With respect to any Contracts which include property of Seller in addition to the Property, Seller shall endeavor to cause the contracts to be severed between the Property and Seller's other property in a manner which does not adversely affect the terms of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price applicable contract that remains in effect at the ClosingProperty. Escrow Holder Until such time, Seller and Purchaser shall not be concerned with any prorations that are to be made after allocate the Closing pursuant to this Agreementcosts thereunder in a fair and equitable manner.

Prorations. The (a) Subject to the terms of this Section 1.4, the Transferors and ODIT agree to prorate, as of the Measurement Time, the following items and/or category of expense as follows (collectively, the “Proration Items”): (i) real property and personal property Taxes allocable to the Owned Real Property or the operation of the Owned Real Property for the tax year (the “Current Tax Year”) in which the Closing occurs, regardless of the year for which such Taxes are assessed (with Transferors being responsible for a pro rata share of such Taxes based upon the number of days in the Current Tax Year occurring before the Closing Date and ODIT being responsible for a pro rata share of such Taxes based upon the number of days in the Current Tax Year occurring from and after the Closing Date). Transferors shall be responsible for all of such Taxes for any tax year prior to the Current Tax Year. However, in no event shall the Transferors be charged with or be responsible for any increase in the Taxes on the Owned Real Property or the other assets of the Acquired REITs or any of their respective subsidiaries resulting from the Transactions or from any improvements made or Leases entered into on or after the Closing. If any assessments on the Owned Real Property are payable in installments, then the installment for the current period shall be prorated between Buyer (with the Acquired REITs and Seller as of 11:59 p.m. local time of their subsidiaries (after giving effect to the day immediately preceding Transactions) being obligated to pay any installments due after the Closing Date); (ii) fixed monthly rentals, on the basis additional rentals, licensee fees and other sums and charges actually paid by any Tenant under any Lease (collectively, “Occupancy Payments”) and any other Ancillary Revenue actually paid by any of the actual number users of days elapsed during the Owned Real Property; (iii) all payments and receipts under any Contract to which any Acquired REIT or any of its subsidiaries is a party; (iv) all interest payments and other payments required to be paid by the borrower with respect to the Existing Indebtedness; and (v) all other items of operating income or operating expense with respect to any Acquired REIT or any of its subsidiaries or any other amounts as are otherwise customarily prorated or apportioned between a seller and a buyer in comparable transactions in the state in which the applicable property is located (including, without limitation, utility bills and insurance premiums); provided, however, that there will be no proration with respect to any real or personal property Taxes (other than as provided in subclause (i) above), Taxes or other non-cash income or expenses of the Acquired REITs and their respective subsidiaries. (b) The Transferors shall be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Measurement Time, and ODIT shall be charged and credited for all of the Proration Items relating to the period after the Measurement Time. (c) The Transferors shall receive a credit at Closing for all escrows, reserves, impounds and any other amounts (in each case to the extent refundable to borrower or allocable to the period after the Measurement Time) held as of the Closing Date by or for the benefit of any lender in connection with the Existing Indebtedness. (d) ODIT shall receive a credit against the Final Purchase Price at Closing for all Occupancy Payments previously paid to or collected by the Transferors and attributable to any period following Closing. If, as of the Closing, any Tenant under a Lease is in arrears in the payment of any portion of an Occupancy Payment due prior to the Closing Date (such amounts, the “Delinquent Occupancy Payments”), such amounts shall not be prorated, but then (i) for the six (6) month period following Closing, ODIT agrees that each Acquired REIT and/or the applicable subsidiary will use commercially reasonable efforts to collect such amounts, provided that no Acquired REIT or subsidiary of an Acquired REIT shall be required to litigate or declare a default under any Lease or commence any legal proceeding in connection therewith and ODIT shall cause each Acquired REIT to keep the BODI Fund I GP reasonably informed of its collection efforts; (ii) if an Acquired REIT is successful in any such collection effort, then prior to turning over such amounts to the Transferors in accordance with clause (iv) of this Section 1.4, such Acquired REIT or the applicable subsidiary shall be entitled to offset the costs and expenses actually incurred by such Acquired REIT and/or the applicable subsidiary in connection with such collection effort from the amounts due and owing the Transferors; (iii) each Acquired REIT or the applicable subsidiary shall not waive or forgive any Delinquent Occupancy Payments in writing, in whole or in part, without the BODI Fund I GP’s prior written consent, which may be granted or withheld in the BODI Fund I GP’s sole and absolute discretion; and (iv) any Occupancy Payments received by an Acquired REIT or any subsidiary of an Acquired REIT from a Tenant after the Closing shall be applied as follows: (i) first, to Occupancy Payments next due after the Closing Date occurs, which amount shall be retained by the Acquired REITs (after giving effect to the Transactions); (ii) second, to payment of Occupancy Payments due for the month in which the Closing Date occurs: general , which amount shall be apportioned between the Acquired REITs (after giving effect to the Transactions) and special county Transferors as of the Closing Date; and (iii) thereafter, to Delinquent Occupancy Payments which were due and city real property taxes payable prior to Closing but not collected prior to Closing, and special assessments which shall be paid to Transferors. Notwithstanding anything set forth herein to the contrary, in no event shall Transferors have any right to attempt to collect or otherwise pursue any Delinquent Occupancy Payments from Tenants from and after the Closing Date (collectivelyunless and until such time as the Leases for such Tenants are no longer in full force and effect). (e) All unapplied security deposits paid or deposited by or on behalf of any Tenant to any Acquired REIT or any subsidiary (or any other Person holding the same on behalf of the foregoing) pursuant to any Lease (together with any interest which has accrued thereon as required by the terms of such Lease) shall remain with such Acquired REIT or such subsidiary, "Taxes"as applicable, following the Closing Date, but ODIT shall not receive a credit against the Final Purchase Price therefor. (f) ODIT shall receive a credit at Closing for any outstanding Leasing Costs due and owing to the tax period then in effect and insurance premiums Tenants under the current term of the Leases (but only if Buyer is assuming Seller's insurance policy excluding any Leasing Costs payable in connection with an extension, expansion or policiesrenewal option first exercised after the Signing Date or any Leasing Costs in connection with new Leases or amendments to Leases executed from and after the Signing Date). Proration of Taxes shall be based on Notwithstanding the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursforegoing, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect Capital Expenditure Amount accounts for any Leasing Costs due and owing to the actual Taxes assessed against the Property Tenants, then no such credit shall be paid to ODIT under this clause (or f) (i.e., to avoid a duplication). (g) The Transferors and ODIT acknowledge and agree that, with respect to any portion of the Property) foregoing prorations, adjustments and allocable either credits for which the precise figures necessary to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside make a determination are not available as of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, such prorations, adjustments and Buyer credits (such amounts, collectively, the “Estimated Proration Amount”) are being made as of the Closing Date on the basis of the good faith estimates of the BODI Fund I GP and ODIT (using currently available information) and final prorations, adjustments and credits shall receive all rents be made promptly after precise figures are determined or available, with final prorations, adjustments and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or credits to be made no later than six (6) months after the Closing DateDate (or as soon thereafter as the precise figures are available). (h) All prorations, all of which rents, other income adjustments and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are credits to be made after the Closing pursuant to this AgreementSection 1.4 shall be made without duplication or double-counting.

Prorations. 7.1 The following shall be prorated apportioned and adjusted between Buyer Seller and Seller Purchaser as of 11:59 p.m. local time (Florida time) on October 31, 2007 (the “Adjustment Date”), except as otherwise specified: (a) rents and additional rents under or in respect of the day immediately preceding Tenant Leases, as, when and to the extent actually collected, on the basis of the period for which payable under the applicable Tenant Lease and apportioned on the basis of the actual number of days in such period; (b) any real property taxes, water and sewer rents and charges; property owners’ association dues, assessments, fees and charges; the cost of any real property tax appeal commenced or continuing after the date hereof, as well as any tax credit or refund collected as a result thereof; vault taxes or charges, elevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period. If actual tax bills are not available, taxes shall be apportioned based on the most recent tax bills available, with a post-Closing adjustment to be made as soon as tax bills for the fiscal year during which the Closing Dateoccurs become available; (c) subject to Section 7.5, electric, gas, steam and other public utility charges for services furnished to the Property, on the basis of the actual number of days elapsed during in any period covered by the month in which the Closing occurs: general and special county and city real property taxes and special assessments charge being apportioned (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes except that no apportionment shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for any of such items as are furnished and charged by the maximum available discount or other exemptions applicable utility company directly to Tenants under the extent permissible for said yearTenant Leases); (d) all charges under the Contracts to be assumed by Purchaser, and to on the extent the tax bills do not accurately reflect basis of the actual Taxes assessed against number of days in any period covered by the Property (charge being apportioned. Seller shall pay, at or any portion of the Property) and allocable either prior to the period before the Closing or to the period after the Closing, then Buyer all installments or amounts of items which are being apportioned under this Section which became due and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition payable prior to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Adjustment Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.; and

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time To the extent that any of the day immediately preceding items listed below in this Section 3.5 are paid by Sellers prior to the Closing or are payable by Purchaser or the Sellers after the Closing Date, on the basis such items shall be apportioned as of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes Date such that Sellers shall be based on the most recent official tax bills or notice of valuation available liable for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions (and shall reimburse Purchaser to the extent permissible for said year, that Purchaser shall pay) that portion of such of the foregoing relating or attributable to periods prior to the Closing Date and Purchaser shall be liable (and shall reimburse Sellers to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any Sellers shall have paid) that portion of the Property) and allocable either to the period before the Closing foregoing relating or to the period after the Closingattributable to, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property periods on or after the Closing Date. Should any amounts to be prorated not have been finally determined on the Closing Date, all a mutually satisfactory estimate of which rentssuch amounts made on the basis of Sellers' records shall be used as a basis for settlement at Closing, other income and expenses shall the amount finally determined will be prorated as of the ClosingClosing Date and appropriate settlement made as soon as practicable after such final determination. Rents If as a result of any such settlement in accordance with the preceding sentence Purchaser is owed an amount from Sellers, Purchaser shall have the right in its sole discretion to be reimbursed for such amount out of the Escrow Amount. Such prorated items shall include: (a) personal property, real estate, retail sales, occupancy and other incomewater Taxes, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, on or with respect to the extent such rents Business, the Acquired Assets and/or the Assumed Obligations; (b) Taxes, rent and other items payable by Sellers under any Assumed Lease, Assumed Contract or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no contractual obligation to Seller be assigned to or assumed by Purchaser hereunder, except as provided in Section 2.5 hereof; (c) the amount of sewer rents and charges for Buyer's failure water, telephone, electricity and other utilities and fuel; (d) payroll expenses related to collect such rentals or other income. All security employees of Sellers hired by Purchaser at Closing; and (e) insurance premiums of any other refundable deposits paid policies acquired by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer Purchaser at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned Sellers and Purchaser agree to furnish each other with any prorations that are such documents and o▇▇▇▇ ▇▇▇▇rds as each party reasonably requests in order to be confirm all adjustment and proration calculations made after the Closing pursuant to this AgreementSection 3.5. The proration and adjustment process provided in this Section 3.5 shall also include an adjustment of cash received by Purchaser or Sellers (as the case may be) to which the other is entitled pursuant to the provisions of Sections 2.1 and 2.3 above, but shall not include an adjustment for security and other deposits heretofore paid by Sellers to third parties.

Prorations. The following (a) Subject to the terms and provisions of the Purchase Agreement, utility charges for the billing period in which the Closing Date occurs, real and personal property taxes attributable to the Facility, and any other items of revenue or expense attributable to the Facility (the “Prorated Items”) shall be prorated between Buyer Transferor and Seller New Operator as of 11:59 p.m. local time of the day immediately preceding the Closing Date, such that all items of income and expense accruing on the Closing Date shall be for the account of New Operator. In general, such prorations shall be made so as to reimburse Transferor for prepaid expense to the extent such expense is attributable to periods from and after the Closing Date and to charge Transferor for expenses accrued but unpaid as of the Closing Date. The intent of this provision shall be implemented by New Operator remitting to Transferor any invoices for Prorated Items that reflect a service date before the Closing Date and by New Operator assuming responsibility for the payment of any invoices for Prorated Items that reflect a service date after the Closing Date with any overage or shortage in payments by either party to be adjusted and paid as provided in Sections 1.8(b) and (c). Transferor agrees to assist in the orderly transfer of utilities, phone systems, alarm systems, and any other specialized equipment requiring dedicated lines and to provide to New Operator contact information for all requested services. Notwithstanding any provision hereof, Transferor shall not terminate any utility service or phone systems. (b) All such prorations shall be made on the basis of the actual number of days elapsed during in the month in which the Closing occurs: general relevant accounting, billing or revenue period and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice information available to Transferor. Utility charges which are not metered and read as of valuation available for the fiscal year in which the Closing occurs, with due allowance to Date shall be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accruedestimated based on prior charges, and shall pay be re-prorated upon receipt of statements therefore. (c) To the extent possible and based on reasonable estimates, the parties shall make all other expenses accrued or incurred, in connection with the ownership or operation of Property before prorations on the Closing Date, and Buyer . All amounts owing from one party hereto to the other party hereto that require adjustment after the Closing Date shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurredbe settled within thirty (30) days after the Closing Date or, in connection with the ownership or operation of Property on or event the information necessary for such adjustment is not available within said thirty (30) day period, then as soon thereafter as practicable; provided, however, that all such adjustments shall be made within one (1) year after the Closing Date. (d) Within fifteen (15) days after the Closing Date, all of which rents, other income and expenses New Operator shall be prorated as of transfer to Transferor an amount equal to any ▇▇▇▇▇ cash remaining at the Closing. Rents and other income, if any, collected by Buyer after Facility on the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this AgreementDate.

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date: (a) All taxes, on assessments and the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated on an accrual basis in accordance with generally accepted accounting principles with Seller responsible for all taxes, assessments and expenses and entitled to all income for the period prior to the Closing Date and the Buyer responsible for all taxes, assessments and expenses and entitled to all income for the period as of and subsequent to Closing Date. Notwithstanding the foregoing, Seller will satisfy any special assessments that are due as of Closing. (b) Buyer will receive a credit for the prorated amount of all rent (including Operating Expense as defined below) due prior to the Closing Date. Rents and other incomeNo prorations shall be made at Closing in relation to delinquent rents existing, if any, collected as of the Closing Date, nor for required tenant expense reimbursements which are not due as of the Closing Date; instead such items shall be prorated if and when received by Buyer, with (i) Buyer agreeing to use its good faith efforts to collect all amounts due and promptly forward Seller’s portion to Seller upon any such collection, (ii) Seller agreeing to cooperate with Buyer’s reasonable requests for information regarding prior lease histories and expense information, and (iii) both parties agreeing to provide reasonable information to the other as to the efforts of the reporting party. With regard to delinquent rentals and expense reimbursements, Seller shall not have the right to communicate with said tenants for collection of rent or other matters relating to the leases from and after the Closing. Buyer shall make a good faith attempt to collect such delinquent rentals and expense reimbursements after the Closing (although Buyer shall not be required to institute any eviction nor any suit or collection procedures for delinquencies), but all rents and expense reimbursements shall be applied first to any amounts due reasonable out-of-pocket expenses which Buyer may have incurred in collecting the delinquent rents and/or expense reimbursements and then to the rents and expense reimbursements owing to Buyer and then, before being applied to the extent such rents or other income relate any delinquencies which were owed to the period ending on or before Seller at Closing. If Buyer collects any delinquent rentals and/or expense reimbursements after the Closing, such rents or other income amounts owed to Seller based on the immediately preceding sentence shall be paid remitted to Seller within ten fifteen (1015) days after end from receipt by Buyer. (c) Seller shall prepare a reconciliation as of the month in Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for common area operating expenses or similar charges and tax escalations owed under the leases (collectively, “Operating Expenses”), which reconciliation shall include accurate information reasonably detailing such billing and charges. If more amounts were collected. have been expended for Operating Expenses than have been collected from tenants for Operating Expenses, Buyer shall incur no obligation pay such difference to Seller at Closing as an addition to the Purchase Price. If more amounts have been collected from tenants for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Operating Expenses than have been expended for Operating Expenses, Seller pursuant to tenant leases shall be delivered by certified funds will pay to Buyer at the Closing orClosing, at Seller's option, credited to Buyer as a credit against the cash portion Purchase Price, such excess collected amount. Buyer and Seller agree that such proration of the Purchase Price Operating Expenses at the ClosingClosing will fully relieve Seller from any responsibility to tenants and Buyer for such matters. Escrow Holder shall not In this regard, Buyer will be concerned with any prorations that are to be made solely responsible, from and after the Closing pursuant Date, for (i) collecting from tenants the amount of any outstanding Operating Expenses for periods before and after the Closing and (ii) where appropriate, reimbursing tenants for amounts attributable to Operating Expenses, as may be necessary based on annual reconciliations for Operating Expenses. (d) If any errors or omissions are made at the Closing regarding prorations, the parties shall make the appropriate corrections promptly after the discovery thereof. The provisions of this AgreementSection 5.5 shall survive the Closing.

Prorations. (a) The following will be apportioned with respect to the Property as of 12:01 a.m. (local time at the Property), on the day of Closing, as if Buyer were vested with title to the Property during the entire day upon which Closing occurs: (i) Current rents collected from tenants under the Leases shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during for the month in during which the Closing occurs: general occurs (the term “rents” as used in this Agreement includes all payments due and special county and city payable by tenants under the Leases); (ii) Current bills for real property estate taxes and special assessments (collectivelyassessments, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occursany, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion “Taxes”) for the calendar year of the PropertyClosing shall be prorated on a cash basis, as opposed to an accrual basis, as follows: (A) and allocable either Buyer shall receive a credit for Taxes payable in calendar year 2010, attributable to the period before of Seller’s ownership of the Closing Property in calendar year 2010, as and to the extent that Seller has not yet paid the relevant b▇▇▇ therefor; and Seller shall receive a credit for Taxes paid by or on behalf of Seller in calendar year 2010 to the relevant taxing authority prior to Closing, for Taxes attributable to the period after of Buyer’s ownership of the ClosingProperty in calendar year 2010; (B) Subject to reconciliation as provided in subparagraph (f), then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionmentsbelow, Seller shall receive retain all rents and other income accrued, and shall pay all other expenses accrued amounts paid or incurred, in connection with payable by tenants under the ownership or operation Leases on account of Property before Taxes payable during calendar year 2010 for the Closing Dateperiod prior to Closing, and Buyer shall receive all rents be entitled to amounts paid by tenants under the Leases on account of Taxes payable during calendar year 2010 for the period after Closing. Any refund or credit attributable to Seller’s overpayment of Taxes payable in 2010 for the period prior to Closing and other income accruingfor previous years (collectively, the “Refund”) which is not the property of tenants under Leases is the property of Seller, and Buyer shall pay reasonably cooperate with Seller to obtain the Refund at Seller’s reasonable expense. Any other refund for overpayment for Taxes which is not the property of tenants under Leases for any other period belongs to Buyer. (b) Payments of accounts for water, sewer, electricity, telephone and all other expenses accrued utilities currently in the name of Seller (or incurred, its managing agent) shall be placed in connection with the ownership or operation name of Property Buyer on or after the Closing Date and Seller shall arrange for final meter readings and metered services to be conducted on the Closing Date. Seller shall be responsible to pay in full all bills for such utility charges related to any period prior to the Closing Date and Buyer shall be responsible to pay all utility charges related to any period on and subsequent to the Closing Date. With respect to utilities which are not metered, all of which rents, other income and expenses charges for such service shall be prorated as of the ClosingClosing Date, based on charges for the previous billing period, and Buyer and Seller shall receive credits or charges, as appropriate, with such amounts to be reprorated promptly after the final bills are issued. Rents Seller shall cooperate with Buyer to effect the transfer of utility accounts from Seller to Buyer. Notwithstanding the foregoing provisions of this subsection (b), to the extent that it is the responsibility of the tenants under the Leases to pay the aforesaid utilities directly to the applicable utility providers, there shall be no proration between Seller and other incomeBuyer with respect thereto and there shall be no final meter readings, and if any such utilities are in the name of any such tenants, then there shall be no change in the name such utilities are placed in. (c) Buyer shall be entitled to a credit against the Purchase Price for sums that are due (or accrued) and unpaid as of the Closing Date under any Contracts being assumed by Buyer which are not otherwise covered by the foregoing provisions of this Section 10.2, and Seller shall be entitled to a credit to the extent that sums have been paid under any Contract, for services to be performed or goods to be delivered after the Closing Date. (d) Seller shall be responsible for all Tenant Inducement Costs (if any) which are due and payable on or before the Closing Date under or related to the Leases to which Seller is a party in existence as of the Contract Date; Buyer shall be responsible for (and Seller shall have no responsibility for) all Tenant Inducement Costs, if anyany (i) for or related to all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Contract Date; and/or (ii) which are due and payable after the Closing Date for or related to the Leases in existence as of the Contract Date. (e) Unpaid and delinquent rent under Leases collected by Seller and Buyer after the Closing shall Date will be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) business days after the receipt thereof, deliver to Buyer any such rent which Buyer is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Buyer collects any unpaid or delinquent rent from the Property, Buyer will, within fifteen (15) business days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Buyer agree that all rent received by Seller or Buyer will be applied first to rents that became due and payable after Closing, and second, to those which were due and payable prior to Closing, in reverse order of maturity. Buyer will make a good faith effort after Closing to collect all unpaid and delinquent rents in the usual course of Buyer’s operation of the Property, but Buyer will not be obligated to institute any amounts lawsuit or other collection procedures to collect such unpaid or delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (e.g., such as year end operating and common area expense reimbursements and the like), then any rents or charges of such type received by Buyer and thenor its agents or Seller or its agents subsequent to Closing will, to the extent such rents or other income relate applicable to the a period ending on or before extending through the Closing, such rents be prorated between Seller and Buyer as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Buyer without reduction for any costs of collection or processing. (f) All other expenses customarily prorated on the transfer of single-tenant leased properties in the areas where the Property is located shall be prorated on an accrual basis as of the Closing Date on the basis of the most recent ascertainable amounts of or other reliable information in respect to each such item of income and expense, and the net credit to Buyer or Seller shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals cash or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer as a credit against the cash that portion of the Purchase Price at payable on the Closing Date. Any item prorated on an estimated basis on the Closing Date shall be reprorated by the parties when and as the actual amount of such item of income or expense becomes known. Any adjustment due to reproration shall be effected promptly following final determination of the amount of such item and demand by the party to whom credit is due. (g) On the Closing Date, Seller shall deliver to Buyer (or give Buyer a credit for), the balance of all cash security deposits then held by or for Seller under the Leases and not theretofore applied on account of tenant defaults. (h) The provisions of this Section 10.2 will survive the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following Real estate taxes shall be prorated between Buyer based upon the current valuation and Seller latest available tax rates. All prorations shall be calculated through escrow as of 11:59 p.m. local time ▇▇▇ based upon the latest available information, including, without limitation, a credit to Buyer for any rent prepaid by Tenant for the period beginning with and including the date on which the closing occurs through and including the last day of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if . All other credits to Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closingsimilarly prorated. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property If ▇▇▇ is on or after the Closing Date, all of which rents, other income and expenses shall be prorated as 20th day of the Closing. Rents and other incomecalendar month in which ▇▇▇ occurs, if any, collected by Buyer after the Closing shall be applied first to any amounts monthly base rent due to Buyer and thenunder the terms of the Lease for the full calendar month of the month following the day on which ▇▇▇ occurs (the “Initial Rent”) shall be credited to Buyer at ▇▇▇ (and, in such event, Tenant shall pay the Initial Rent to Seller and, notwithstanding the extent such rents terms of the Lease, shall not be obligated to make a payment for the Initial Rent to Buyer). Any other closing costs not specifically designated as the responsibility of either Party in the Escrow Instructions or other income relate to the period ending on or before the Closing, such rents or other income in this Agreement shall be paid by Seller and Buyer according to the usual and customary allocation of the same by Escrow Agent. Seller agrees that all closing costs ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇-▇▇▇▇-▇▇▇▇.4 payable by Seller shall be deducted from Seller’s proceeds otherwise payable to Seller within ten (10) days after end of the month in which such amounts were collectedat ▇▇▇. Buyer shall incur no obligation deposit with Escrow Agent sufficient cash to pay all of Buyer’s closing costs. Except as provided in this Section 23, Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases Buyer shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant each bear their own costs in regard to this Agreement.

Prorations. The following Current rents based upon scheduled rents per the Leases, security deposits, if any (and any interest thereon, if any) and advance rentals under the Leases; unused decorating allowances under the Leases; expenditures required (under the Leases) to complete any tenant improvement work required of the landlord under the Leases and incomplete on the Closing Date; Interest on the Mortgages to be assumed by Company described on Schedule 3 and real estate tax and insurance impounds (if any) held by the holder of the Mortgages to be assumed by Company described on Schedule 3 will be assigned to Company and Contributor will receive a credit at Closing for same; special and general real estate taxes and other ad valorem taxes and assessments for the Property will not be prorated, however, at Closing, Contributor shall assign to Purchaser any and all monies being held for such real estate taxes and assessments with respect to any tenants under the Leases which are paying monthly escrows to the Contributor, state or city taxes, fees, charges and assessments affecting the Property; utility charges and deposits; fuels; and all other items of accrued or prepaid income and expenses customarily prorated on the transfer of industrial properties in the Chicago, Illinois area shall be prorated between Buyer and Seller on an accrual basis as of 11:59 p.m. local time the Closing Date on the basis of the day immediately most recent ascertainable amounts of or other reliable information in respect to each such item of income and expense, and the net credit to Company or Contributor shall increase or decrease (as the case may be) the Contribution Price payable on the Closing Date. Real estate taxes for the properties described on Schedule 5 attached hereto and made a part hereof shall not be prorated since the tenants in occupancy are paying such real estate taxes. Following closing, Company shall pay to Contributor all rents which Company shall collect which are specifically allocated to periods preceding the Closing Date, except that all such rents collected by Company shall first be applied to satisfy all current rents due Company, and Contributor shall pay to Company all rents received by Contributor from any tenant of the Property before or after the Closing Date which are attributable to periods succeeding the Closing Date. As of the Closing Date, the parties hereto agree that there will be no proration with respect to any delinquent rents. In addition and in lieu of a proration credit, on the basis Closing Date, Contributor shall assign to Company any and all monies being held for real estate taxes with respect to any tenants under the Leases which are paying monthly escrows to the Contributor. Contributor agrees to cooperate at no cost to Contributor with Company in the preparation of the actual number financial statements and other financial data respecting the ownership and operation of days elapsed during the month in which Property for calendar year 1996 (if such statements have not been completed by the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the PropertyDate) and allocable either subsequent periods for which such statements and data must be prepared in order to the period before the Closing or to the period after the Closingcompute, then Buyer charge and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as prorate any tenant items. As soon as reasonably possible following after the Closing. In addition preparation of the aforesaid financial statements and data, Company will render statements for the tenant items to the foregoing apportionmentstenants of the Real Property under their respective Leases. From time to time as Company receives payment of the tenant items from the tenants, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Company will promptly remit to Contributor that portion of the ownership or operation of tenant items allocable to the Property before prior to the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement.

Prorations. The following Rental income (based on actual rents collected), real and personal property ad valorem taxes, installments of current year special assessments, utility charges and other operating income or expenses shall be prorated between Buyer to the Closing, based upon actual days involved. Seller shall be responsible for all ad valorem taxes or installments of special assessments for any period prior to the Closing. All maintenance and Seller service contracts (whether or not service is continued by Buyer) and utility charges shall be determined as of 11:59 p.m. local time the Date of Closing and paid by Seller. To the day immediately preceding extent that the amounts of such charges, expenses, and income referred to in this Section are unavailable at the Closing Date, Date or in the event of prorations made on the basis of the actual number erroneous information or clerical errors, a readjustment of these items shall be made within thirty (30) days elapsed during the month in which after the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy Date or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closingpractical after discovery of any erroneous information or clerical error. In addition to the foregoing apportionments, Seller shall receive all rents Both expense items and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses items shall be prorated as of the Closing Date, with Buyer receiving all income for the Closing Date and bearing all expenses for the Closing Date. Seller reserves all rights to collect any delinquent rents after the Closing; provided, however, Seller shall have no right to evict any Tenant. Rents In connection with the proration of both real and other incomepersonal property ad valorem taxes, if any, collected by Buyer after actual tax figures for the year of Closing are not available at the Closing Date, an estimated, tentative proration of taxes shall be applied first to any amounts due made using tax figures from the preceding year; however, when actual taxes for the year of Closing are available, a corrected proration of taxes shall be made. If such taxes for the year of Closing increase over those for the preceding year Seller shall pay to Buyer and thena pro rata portion of such increase, computed to the extent Closing Date, and conversely, if such rents or other income relate taxes for the year of Closing decrease from those of the preceding year Buyer shall pay to Seller a pro rata portion of such decrease, computed to the period ending on or before the ClosingClosing Date, any such rents or other income shall payment to be paid to Seller within made with ten (10) days after end notification by either party that such adjustment is necessary. All percentage or additional rentals or expense pass-through charges to Tenant shall be prorated (based on actual sums collected) as of the month Closing Date in relation to the period for which such amounts were collectedpayment relates. Buyer Either party receiving such payment from any Tenant shall incur no obligation to immediately upon receipt thereof pay the appropriate amount together with written explanation of the proration calculation. Seller for Buyer's failure to collect such rentals shall, on or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds before the Closing Date, furnish to Buyer at and the Closing or, at Seller's option, credited Title Company all information necessary to Buyer against compute the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to provided for in this AgreementSection.

Prorations. The following (a) Buyer and Seller agree that all of the items normally prorated, including those listed below (but not including Income Taxes), relating to the business and operation of the NMP-1 Assets shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions Seller liable to the extent permissible for said year, and such items relate to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either time period prior to the period before the Closing or to the period after the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive liable to the extent such items relate to periods commencing with the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the business and operation of the NMP-1 Assets; (ii) Rent, Taxes and all other items (including prepaid services or goods not included in Inventory) payable by or to Seller under any of Seller's Agreements or the Non-material Contracts; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other income accruing, utilities; and (v) Rent and shall pay all Taxes and other expenses accrued or incurred, in items payable by Seller under the Real Property Agreements assigned to Buyer. (b) In connection with the ownership prorations referred to in (a) above, in the event that actual figures are not available at the Closing Date, the proration shall be based upon the actual Taxes or operation other amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of Property the date that the previously unavailable actual figures become available. The prorations shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) including and after the Closing Date, all of which rents, . Seller and Buyer agree to furnish each other income and expenses shall be prorated as of the Closing. Rents with such documents and other income, if any, collected by Buyer after the Closing shall records as may be applied first reasonably requested in order to any amounts due to Buyer confirm all adjustment and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be proration calculations made after the Closing pursuant to this AgreementSection 3.5.

Prorations. The following (a) Real estate taxes and real property assessments for the then-current year based on the most recent levy and most recent assessment, charges for water, sewer, gas, electricity and other utilities, if applicable, and condominium association dues will be prorated to the date of Closing, based on actual figures, and the net amount thereof shall be prorated between added to or deducted from, as the case may be, the balance of the Purchase Price payable by Buyer and Seller at Closing. In the event the Unit has not been separately assessed for property taxes on as of 11:59 p.m. local time the date of Closing, the following provisions shall apply, shall control over any tax proration provision to the contrary, and shall survive Closing: Property is appraised for tax purposes on January 1 of each year. Because the Unit was created during the tax year, it will not be separately taxed until the next tax year cycle. Therefore, the Unit will be taxed as part of the day immediately preceding property owned by the Closing DateSeller on January 1. At Closing, on the basis ▇▇▇▇▇ will be charged for a prorated portion of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real current year's estimated property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies)taxes. Proration of Taxes The proration shall be based on the most recent official tax bills or notice part of valuation available for the fiscal year that the Buyer will own the Unit and the size of the Unit in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions relation to the extent permissible size of all of the Units in the entire tax parcel Seller will timely pay the property taxes to avoid penalty. ▇▇▇▇▇ and Seller agree to reconcile the difference between the estimated taxes and the actual tax statement, for said yearwhich Seller will refund to Buyer any prorated overpayment, and Buyer will pay Seller any prorated shortfall. (b) Buyer shall pay at closing two (2) months assessments (payable to Giorgetti Houston Condominium Association, Inc., the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property “Association”), in advance. (or any portion of the Propertyc) and allocable either Buyer shall also pay to the period before the Closing or to the period after the Seller at Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition thereupon deliver to the foregoing apportionmentsAssociation, Seller an amount equal to two (2) months of the amount of the then existing Association assessments at the time of Closing, to be contributed toward reserves as provided in the Condominium Declaration. This amount shall receive all rents and other income accrued, be non-refundable and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall not be applied first to any amounts toward the regular monthly association fees accruing thereafter. (d) Any sales, use and transfer tax that may accrue due to Buyer and then, to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income this transaction shall be paid to Seller within ten (10) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreement▇▇▇▇▇.

Prorations. The following All real property Taxes, personal property Taxes, or ad valorem obligations and similar recurring Taxes and fees on the Purchased Assets for taxable periods beginning before, and ending after, the Closing Date (“Straddle Period”), shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, Date on a per diem basis. Seller shall be responsible for all such Taxes and fees on the basis of the actual number of days elapsed Purchased Assets accruing during the month in which any period prior to and including the Closing occurs: general and special county and city real property taxes and special assessments Date (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies“Pre-Closing Tax Period”). Proration of Taxes Buyer shall be based responsible for all such Taxes and fees on the most recent official tax bills or notice of valuation available for the fiscal year in which Purchased Assets accruing during any period after the Closing occursDate (the “Post-Closing Tax Period”). With respect to Taxes described in this Section 11.2, with Seller shall timely file all Tax Returns due allowance to be made for the maximum available discount on or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or Date with respect to the period such Taxes and Buyer shall prepare and timely file all Tax Returns due after the ClosingClosing Date with respect to such Taxes; provided, then Buyer and however, if such Tax Returns report Taxes allocated to a Pre-Closing Tax Period, the Seller shall adjust have the actual Taxes between Buyer right to review and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Datecomment on such Tax Return, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, consider such comments in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closinggood faith. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, If one Party remits to the extent appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.2 and such rents or payment includes the other income relate to the period ending on or before the ClosingParty’s share of such Taxes, such rents or other income Party shall be paid to Seller within ten (10) days after end Business Days promptly reimburse the remitting Party for its share of the month in such Taxes. If Seller or Buyer receives a refund or credit of any such Taxes for which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing Party was reimbursed pursuant to this AgreementSection 11.2, such Party shall within ten (10) Business Days reimburse the other Party for its proportionate share of the Tax refund or credit. If either Party receives written notice of any audit, examination, reassessment, appeal, or other determination by any Taxing Authority relating to Taxes subject to proration under this Section 11.2, such Party shall promptly provide the other Party with written notice thereof and email copies of all material correspondence (including notices, proposed assessments, and written communications) relating thereto. The other Party shall have the right to participate in such matter, at its own expense, and the Party controlling the matter shall provide the other Party a reasonable opportunity to review and comment on material submissions, responses, and any proposed settlement to the extent reasonably expected to affect the other Party’s share of such Taxes, and shall consider such comments in good faith. Any final refund, credit, deficiency, or other adjustment (including interest and penalties to the extent attributable to, or included with, such Taxes) resulting from any such matter shall be allocated between Buyer and Seller consistent with the proration and allocation set forth in this Section 11.2 and the Party receiving any refund, credit or making any payment shall make payment to the other Party within ten (10) Business Days after receipt of such refund, credit or payment of such deficiency (as applicable).

Prorations. The following shall be prorated between Buyer and Seller as of 11:59 p.m. local time of the day immediately preceding the Closing Date, on the basis of the actual number of days elapsed during the month in which the Closing occurs: general and special county and city real property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall be based on the most recent official tax bills or notice of valuation available for the fiscal year in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions to the extent permissible for said year, and to the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion of the Property) and allocable either to the period before the Closing or to the period after At the Closing, then Buyer and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition taxes on or with respect to the foregoing apportionmentsAssets, Seller shall receive all rents license fees, rents, leases, receivables, payables, personal property use tax, and other income accruedongoing monetary items but only for the Assumed Liabilities, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property before the Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the ClosingClosing Date, with Seller liable to the extent such items relate to any time period prior to the Closing Date and Buyer liable to the extent such items relate to any time period on or subsequent to the Closing Date. Rents Any and all amounts currently on deposit for the benefit of the Business for utility services, the Lease, insurance, etc., shall be returned to Seller (and not credited against the purchase price). Except as otherwise agreed by the parties hereto, the net amount of all such prorations will be settled and paid on the Closing Date; provided, however, that the payment of such amounts shall not affect the calculation of, or be deemed to be a payment towards, the Purchase Price. To the extent any reconciliations of rents or other income, if any, collected by Buyer expenses or refunds occurs after the Closing shall be applied first Date, each of Buyer and Seller agree to cooperate in good faith and to deliver and collect any amounts due to or from the other party. The parties agree that for any Lease charges that are applied retrospectively (e.g., reconciliations of taxes or operating expenses) shall be either refunded to Seller in the event that Seller overpaid such amounts prior to the Closing Date, or refunded to Buyer and then, to the extent Seller underpaid such rents or other income relate amounts prior to the period ending on or before the Closing, such rents or other income Closing Date. Any post-Closing reimbursement shall be paid to Seller made within ten thirty (1030) days after end of the month in which such amounts were collected. Buyer shall incur no obligation to Seller for Buyer's failure to collect such rentals landlord delivers its reconciliations or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases the same shall be delivered deemed waived by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against party seeking the cash portion of the Purchase Price at the Closing. Escrow Holder shall not be concerned with any prorations that are to be made after the Closing pursuant to this Agreementreimbursement.

Prorations. The following shall be prorated between Buyer (a) Seller and Seller Purchaser agree to adjust, as of 11:59 p.m. local time of on the day immediately preceding the Closing DateDate (the “Closing Time”), on the basis of following (collectively, the actual number of days elapsed during the month in which the Closing occurs: general “Proration Items”): real estate and special county and city real personal property taxes and special assessments (collectively, "Taxes") for the tax period then in effect and insurance premiums (but only if Buyer is assuming Seller's insurance policy or policies). Proration of Taxes shall which are required to be based on the most recent official tax bills or notice of valuation available paid for the fiscal year period in which the Closing occurs, with due allowance to be made for the maximum available discount or other exemptions utility bills (except as hereinafter provided), collected Rentals (subject to the extent permissible for said year, terms of (c) below) and to operating expenses payable by the extent the tax bills do not accurately reflect the actual Taxes assessed against the Property (or any portion owner of the Property) . Seller will be charged and allocable either credited for the amounts of all of the Proration Items relating to the period before up to and including the Closing or Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the ClosingClosing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, then Buyer delayed or conditioned) five (5) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller shall adjust the actual Taxes between Buyer and Seller, outside of Escrow, as soon as reasonably possible following the Closing. In addition delivered to the foregoing apportionments, Seller shall receive all rents and other income accrued, and shall pay all other expenses accrued or incurred, in connection with Escrow Agent for purposes of making the ownership or operation of Property before the preliminary proration adjustment at Closing Date, and Buyer shall receive all rents and other income accruing, and shall pay all other expenses accrued or incurred, in connection with the ownership or operation of Property on or after the Closing Date, all of which rents, other income and expenses shall be prorated as of the Closing. Rents and other income, if any, collected by Buyer after the Closing shall be applied first to any amounts due to Buyer and then, subject to the extent such rents or other income relate to the period ending on or before the Closing, such rents or other income final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller within ten (10if the preliminary prorations result in a net credit to Seller) days after end of or by Seller to Purchaser (if the month preliminary prorations result in which such amounts were collected. Buyer shall incur no obligation a net credit to Seller for Buyer's failure Purchaser) by increasing or reducing the cash to collect such rentals or other income. All security and any other refundable deposits paid by tenants to Seller pursuant to tenant leases shall be delivered by certified funds to Buyer at the Closing or, at Seller's option, credited to Buyer against the cash portion Purchaser in payment of the Purchase Price at the Closing. Escrow Holder shall If the actual amounts of the Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be concerned assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within six (6) months after Closing. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2(a) above) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any prorations that are period following the Closing Time. After the Closing, Seller will cause to be made paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing pursuant Time. “Rentals” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to this Agreement.the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller or its successor by Tenants under the Tenant Leases or from other occupants or users of