Common use of Prorations Clause in Contracts

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. All income and expenses in connection with the operation of the Property shall be apportioned, as of 11:59 p.m. (Eastern time) on the day 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 Date (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 fiscal year for which levied; (f) Assessments but only for the annual installment for the fiscal year in which the Closing occurs; (g) Purchaser shall receive a credit against the Purchase Price at Closing for the amount 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. The provisions of this Section 14 11.2 shall survive the Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser in order to have in hand the tax or any other assessments for the Property for the year of Closing or for any other reason (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any the prorations made at Closing under Section 14.(a), above, as to including, without limitation, (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions All items of this Section 14 income and expense shall survive 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 Purchaser and Seller based upon their respective days of 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 merged thereinmade 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: (ai) At Closingfirst on account of any amount currently due Purchaser from such tenant(s); (ii) next, all normal on account of any amount due Seller from such tenant(s) for the period up to and customarily proratable itemsincluding the Proration Date and (iii) finally, any balance then 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 paid to Seller within six (6) months after the Closing Date. 5.5 Operating expenses, including, without limitation, all ad valorem taxes and assessments assessed against the Propertypermits, prepaid rents and other expenses and fees payable under any Leases on the Propertylicenses, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertymembership dues, and any dues and assessments of home or condominium owners’ associationsother prepaid expenses, shall be prorated between Purchaser and Seller on an accrual basis based 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 ascertainable tax ▇▇▇▇(s). Seller and Purchaser agree to reprorate said real estate taxes upon Purchaser's receipt of the actual tax ▇▇▇▇ for the tax year in question, if any. Seller reserves the right to meet with governmental officials and to contest any reassessment governing or affecting Seller's obligations under this Section, with Purchaser's prior written approval, which will not be unreasonably withheld. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date, subject to the rights of tenants. 5.7 Except for utilities billed directly to Tenants, utilities shall be prorated as of the Proration Date based upon either meter readings on the Proration Date or the prior month's actual invoices. Seller shall be credited with any unapplied utility deposit in effect as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which extent such deposit is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller assignable and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be actually paid to Purchaser, or . 5.8 Purchaser hereby agrees to shall be responsible for and pay to Seller, as the case may be, a payment for all costs in an amount which reflects connection with (i) net adjustments Proposals listed on Schedule 4 attached hereto, to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid the extent such amounts are identified on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardSchedule 4, and (ii) any costs and expenses incurred by Proposal which Purchaser under approved, or is deemed to have approved as provided in Section 32.(b)(ii15(b) hereofherein to the extent such amounts are identified in such Proposals; provided that no commissions shall be paid to HCMC or any of its affiliates. (c) Notwithstanding anything else 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 contrary in General Assignment attached as Exhibit I. In the event any prorations or computations made under this Section 14are based on estimates or prove to be incorrect, if then either party shall be entitled to an adjustment to correct the Property has been assessed for property tax purposes at same, provided that it makes written demand on the party from whom it is entitled to such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership adjustment within one hundred and twenty days after the end of the Propertycurrent calendar year or, Purchaser hereby agrees to pay all such taxes and in the case of percentage rent adjustments, from the end of the applicable lease year. Purchaser shall and does hereby indemnify and save hold Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering claims for which Purchaser received credits pursuant to this Section 5. The indemnity set forth in the Property. Seller will have no responsibility for security deposits not held by Seller at immediately preceding sentence and the covenants contained in this Section 5 shall survive Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 Utility charges, rental payments and charges and similar ---------- proratable items which are attributable to the Inventory and the Acquired Assets shall survive Closing and not be merged therein. (a) At Closingapportioned between the Buyer, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyone hand, and any dues and assessments of home or condominium owners’ associationsthe Sellers, shall be prorated between Purchaser and Seller on the other hand, as of the Closing Date. Any item which relates to the period prior to or on the Closing Date shall be apportioned to the Sellers, Seller being charged and credited for all of same up any such item which relates to such date and Purchaser being charged and credited for all of same on and the period after such datethe Closing Date shall be apportioned to the Buyer. If Notwithstanding the assessments foregoing, the Sellers shall be responsible for any such proratable items property taxes on the Inventory and the Acquired Assets for the tax year of including the Closing have not yet been madeDate. The Sellers shall, then any such prorations shall be based upon the no later than five days prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser prepare a preliminary statement (the "Preliminary Statement") in writing of the amount of the adjustments to be made hereunder and to be included in the Purchase Price adjustment made pursuant to Section 3.7. The Preliminary Statement shall make a commercially reasonable attempt be certified by the Sellers' Chief Financial Officer as true and correct and as having been prepared in accordance with the Sellers' books and records. The Purchase Price to collect be paid at Closing shall be adjusted either upward or downward, as applicable, based on the same for Seller's benefit after Closingamount of such Preliminary Statement; provided, but however, that if any upward adjustment to the -------- ------- Purchase Price would be in excess of Twenty-Five Thousand Dollars ($25,000), the Buyer shall not be required pay such adjustment unless and until the Buyer shall have verified and agreed to initiate legal proceedings in the amount of such attemptupward adjustment, which verification and such collections, if any, agreement shall be accounted for between Purchaser made no later than five days prior to the Closing Date. If the Buyer fails to so agree with any item in the Preliminary Statement prepared by the Seller, then any items on which the Buyer has so failed to agree shall remain open and Seller on be determined in conjunction with the Reconciliation Date preparation of the Final Statement (as hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Except for insurance premiums, at the Closing, all normal and customarily proratable items, prorated items including, without limitation, all maintenance fees and assessments, standby fees and ad valorem taxes and assessments assessed against for the current year (based on the most recent tax statement[s] for the Property, prepaid rents adjusted for the most current tax rates and other expenses appraised value), and fees payable under any Leases on utility services being continued to the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of 11:59 p.m. on the Closing Date (the “Cut-Off Time”). Seller shall be charged for and credited with all prorated items up to and including the Closing Date and Purchaser shall be charged for and credited with all of same after the Closing Date. In the event any amount to be prorated is unknown at the Closing, Seller being charged the Title Company’s best estimate of the amount therefor shall be used at the Closing, and credited thereafter, the Parties agree to adjust such prorations within ten (10) days after receipt of written notice, accompanied by copies of the statement(s) or invoice(s) therefor, from the Party receiving same. The Parties agree to undertake a final accounting for all prorated items (except ad valorem taxes, the proration of same up to such date and Purchaser being charged and credited for all which shall occur within ten (10) days after receipt of same on and after such date. If the assessments for any such proratable items tax statements for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of which the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date occurs) within forty-five (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6045) days after the Closing Date. (b) Standby fees, or such other date as may ad valorem taxes, maintenance fees, and assessments with respect to the Property for the year in which the Closing occurs shall, if not paid at Closing, be agreed upon in writing assumed by Seller Purchaser and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay the same provided an applicable charge has been made against Seller on the closing statement at Closing. (c) All base rent and additional rent actually received and other income actually received under the Lease in effect on the Closing Date shall be prorated as of the Cut-Off Time. Purchaser shall receive a credit (but without duplication) at Closing for any prepaid rents to the extent the same are applicable to the period following the Cut-Off Time. Non-delinquent rent collected by Seller after Closing attributable to periods from and after the Cut-Off Time shall be promptly remitted to Purchaser. Delinquent rent collected by Seller or Purchaser after the Cut-Off time shall be delivered by the recipient as follows: within fifteen (15) days after the receipt thereof, Seller and Purchaser agree that all rent received by Seller or Purchaser shall be applied first to then current rents, and then to delinquent rents for periods after the Cut-Off Time and then to delinquent rents for periods prior to the Cut-Off Time. Notwithstanding anything herein to the contrary, in no event shall Seller, after the Cut-Off Time, institute or commence collection actions or activities or any legal action against any tenant occupying space at the Property. (d) All real estate taxes due and owing as of the Cut-Off Time, and all installments of assessments for public improvements or other matters or facilities which constitute a lien against the Property and are due and owing as of the Cut-Off Time, and all penalties and interest thereon, shall be paid by Seller on or before the Closing Date. Real estate taxes and assessments shall be prorated as of the Cut-Off Time. Purchaser shall receive a credit for any accrued but unpaid (and not yet due and payable) real estate taxes and assessments applicable to any period before the Cut-Off Time. If the amount of any such taxes and assessments has not been determined as of Closing, such credit shall be based on one hundred percent (100%) of the most recent ascertainable tax bills. Such taxes shall be re-prorated upon issuance of the final tax b▇▇▇. (e) Except for those utility charges payable by Tenant in accordance with the Lease, Seller shall pay all utility charges attributable to the Property until the Cut-Off Time and Purchaser shall pay all utility charges attributable to the Property from and after the Cut-Off Time. If final readings have not been taken, estimated charges shall be prorated between the parties and appropriate credits given. In the event such proration at Closing is based on estimated charges, after Closing, at such time as final bills for such water, sewer, and utility charges, common area maintenance charges, and other operating expenditures are available, the parties shall adjust the amounts apportioned at Closing based on the charges shown on the final bills, and Seller or Purchaser, as the case may be, a payment in an shall pay to the other whatever amount which reflects (i) net adjustments shall be necessary to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property compensate for the year difference within fifteen (15) days after receipt of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofsuch final bills. (cf) Notwithstanding anything else to the contrary in this Section 14Premiums for hazard, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e.liability, "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall any other insurance will not be prorated and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies terminate Seller’s insurance coverage with respect to the PropertyProperty immediately after the Closing Date. Purchaser is solely responsible for obtaining Purchaser’s own insurance coverage from and after the Closing Date. (g) Any security deposit described by the Lease (and interest thereon if required by law or contract to be earned thereon) shall be transferred or credited to Purchaser at Closing. As of Closing, Purchaser shall assume Seller’s obligations related to Security Deposits which are actually transferred from Seller to Purchaser or for which Purchaser receives a credit.

Prorations. The provisions following items relating to the Assets, the ownership of this Section 14 shall survive the PSE Colstrip Interests, and the operation of the Colstrip Facilities will be allocated pro rata per diem for the tax year that includes the date of the Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and not be merged therein.Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the date of the Closing: (a) At ClosingProperty Taxes on or with respect to the Assets. (b) Rents, all normal and customarily proratable itemsadditional rents, includingTaxes, without limitation, all ad valorem taxes and assessments assessed against to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred extent normally adjusted in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertysimilar transactions, and any dues other items payable by Seller under the Real Property Leases and assessments the Business Contracts. (c) The amount of home or condominium owners’ associationsrents, shall Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, the net amount of all such prorations will be prorated between Purchaser settled and Seller paid as of the Closing Datedate of the Closing. At least ninety (90) days prior to the date of the Closing, Seller being charged and credited for all will provide Purchaser with a reasonably detailed schedule showing a calculation of same up to such date and Purchaser being charged and credited for all of same the estimated prorations as if the Closing were occurring on and after such date. If the assessments for any such proratable items for Closing shall occur before a real estate Tax rate is fixed, the year apportionment of Closing have not yet been made, then any such prorations Taxes shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all Tax rate for the preceding year applied to the latest assessed valuation and such prorations will be final and not adjustable. No prorations Taxes shall be made in relation to rents not collected as reprorated upon the request of the Closing DateSeller, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On one hand, or Purchaser, on the first business day immediately prior to the day which is other hand, made within sixty (60) days after the Closing Date, or date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller order to confirm all adjustment and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees proration calculations made pursuant to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes1.06. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions With respect to each Property, the following shall be adjusted between Contributor and Company and shall be prorated as of this Section 14 shall survive 12:01 A.M. local time on the Closing and not be merged therein.Date as if Company was the owner of the Property for the entire Closing Date: (a) At ClosingBase rents (and, all normal subject to Section 7.4(d) below, reimbursements for operating expenses, insurance, and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees Real Estate Taxes) payable under any the Leases on (the Property, prepaid and accrued but unpaid expenses incurred in connection with “Rents”) for the operation or maintenance month of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Closing shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations except that no proration shall be made in relation to rents not collected for Rents which are due as of the Closing Date, Date but Purchaser shall make a commercially reasonable attempt to collect which have not been paid by Tenants as of the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Closing Date (hereinafter definedcalled the “Delinquent Rents”). Any Delinquent Rents collected after the Closing shall be applied as follows: (i) first, to the calendar month for which the payment is made; (ii) second, to post-Closing delinquencies owed to Company; (iii) third, to Company’s costs of collecting post-Closing delinquencies, and (iv) fourth, to pre-Closing delinquencies owed to Contributor. For a period of one hundred twenty (120) days after the Closing, Company shall use reasonable efforts to collect any Delinquent Rents that accrued prior to the Closing Date and to collect from the Defaulting Tenants any delinquent amounts for base rents, additional rents, percentage rents and other Tenant charges, damages, or costs for the period prior to the Closing or otherwise owed and immediately pay to Contributor any such amounts actually collected. Without limiting the foregoing, Contributor shall have the right to pursue all remedies against any Tenant or Defaulting Tenant to collect Delinquent Rents, provided that Contributor may not seek as a remedy in any litigation against a Tenant the termination of any Lease or the dispossession of any Tenant. Contributor and Company each agrees to forward any Rents received by it after the Closing Date to the other, if and as applicable hereunder, for application in accordance with the provisions hereof. This Section 7.4(a) shall survive Closing. (b) On Real Estate Taxes due and payable in the first business day immediately prior calendar year of Closing relating to the day which Property shall be prorated as of the Closing Date except to the extent payable or reimbursable by Tenants on an annual or semi-annual basis. If the Closing shall occur before the Real Estate Tax rate is sixty fixed for the then current year, the apportionment of Real Estate Taxes shall be made on the basis of the Real Estate Tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the Real Estate Taxes actually due for the current year are more or less than the Real Estate Taxes for the preceding year, then within thirty (6030) days after the Closing Dateissuance of the then current year’s Real Estate Tax ▇▇▇▇, Contributor and Company shall adjust the proration of such Real Estate Taxes and Contributor or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerCompany, as the case may be, shall pay to the other any amount required as a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year result of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofsuch adjustment. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed All items of expense for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees including but not limited to pay utility charges, maintenance charges, and charges under the Contracts (but excluding any such charges paid or payable directly by Tenants to parties other than Contributor), shall be prorated as of Closing Date. Contributor and Company shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final ▇▇▇▇ to Contributor with Company being designated the billing party in lieu of Contributor for all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless utilities that may be in the name of Contributor from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit after the Closing Date. Contributor shall be entitled to Purchaser retain any and all tenant security deposits then actually of Contributor held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property. (d) Contributor shall be entitled to receive and retain all amounts payable by Tenants as estimated payments for Real Estate Taxes, operating expenses and other pass-through items through the Closing Date. On or before the date that is three (3) days prior to the Closing Date, Contributor shall provide Company with an operating expense statement setting forth (i) the actual costs incurred by Contributor for Real Estate Taxes, operating expenses and other pass-through items during Contributor’s period of ownership that are reimbursable to Contributor, as landlord, by Tenants under the Leases for calendar years 2015 and 2016 (collectively, the “Reimbursable Expenses”); (ii) the Tenant reimbursements for such amounts actually paid to Contributor by Tenants for calendar years 2015 and 2016 (“Actual Tenant Reimbursements”); and (iii) a reconciliation of the difference between the two (i.e., establishing that the Reimbursable Expenses were either more or less than the Actual Tenant Reimbursements). Company shall be responsible for calculating the year-end reconciliations of Tenant reimbursements of such amounts for calendar year 2016 and shall deliver such calculations to Contributor no later than April 1, 2017. Any amount due Contributor pursuant to the foregoing calculations (in the event the Actual Tenant Reimbursements are less than the Reimbursable Expenses) or Company (in the event the Actual Tenant Reimbursements are more than the Reimbursable Expenses), as the case may be, shall be paid by Company to Contributor or by Contributor to Company, as the case may be, on or before April 30, 2017. Company shall use good faith, commercially reasonable efforts to collect any additional Tenant reimbursements due from Tenants; provided, however, that Company shall not be required to ▇▇▇ any Tenant for such amount or dispossess any Tenant from its premises. (e) Except as otherwise provided in Section 7.4(b), in the case of any Taxes that are imposed on a periodic basis and are payable for any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of such Tax which relates to the Tax period (or portion thereof) ending on or prior to the Closing Date (the “Pre-Closing Period”) shall be (i) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the Straddle Period ended on the Closing Date based on an interim closing of the books. After the Closing, Contributor shall, be responsible for and shall indemnify the Company (and each of its members) and hold it harmless from and against: (x) all Taxes relating to the Properties for all Pre-Closing Periods, (y) with respect to any Straddle Period, all Taxes relating to the Properties attributable to the portion of such Straddle Period that ends on and includes the Closing Date, and (z) any and all Taxes of any Person imposed on any of the Entities or any member of the Entities as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring before the Closing. (f) Contributor shall calculate the prorations contemplated by this Section 7.4

Prorations. The provisions Except as otherwise provided herein, the Buyer, by virtue of this Section 14 its obligation specified in the Time Brokerage Agreement executed even date herewith, shall survive be entitled to all income earned prior to and after the Closing Date and not shall similarly be merged thereinresponsible for reimbursement of all liabilities and obligations incurred or payable in connection with the operation of the station from the date of the Time Brokerage Agreement to the Closing Date and thereafter. (a) At ClosingFor reimbursement, all normal real and customarily proratable items, including, without limitation, all ad valorem personal property taxes and assessments assessed against utility charges relating to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).Station; and (b) On the first business day immediately prior to the day which is sixty For reimbursement, FCC annual regulatory fees payable in 2001. Within thirty (6030) days after the Closing DateClosing, or such other date as may be agreed upon Buyer shall deliver to Seller a statement setting forth in writing by Seller reasonable detail the basis for prorations pursuant to this Section, and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to Buyer shall pay to Seller, or Seller shall pay 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 that an additional item should be included in the prorations, the parties shall confer with regard to the 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 independent certified public accountants mutually agreeable to the parties, whose decision on the matter shall be binding and whose fees and expenses shall be borne equally by them. Under the supervision of Buyer, Seller shall, in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a)a manner consistent with past practices, above, as to (a) any and collect all rents delinquent and unpaid on accounts receivable after the Closing Date and subsequently collected by Purchasershall promptly pay all commissions, bonuses and other sales related expenses, and (b) any savings resulting from any tax abatements on the Property for the year shall provide Buyer with an accounting of Closing resulting from a challenge brought by either party hereto all collected and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser uncollected accounts receivable. Buyer shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect obligation to the Propertypursue such collections.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a1) At ClosingSubject to Subsection (2) below, all normal revenues and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against expenses of the Property, prepaid rents and other expenses and fees payable under any Leases on the Propertyincluding without limitation real property taxes, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwisespecial taxes, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, (if any) shall be prorated and apportioned between Purchaser BUYER and Seller SELLER as of the Closing Date, Seller being charged so that SELLER bears all expenses with respect to the Property, and credited for has the benefit of all of same up income with respect to such the Property, through and including the date and Purchaser being charged and credited for all of same on and after such dateimmediately preceding the Closing Date. If any portion of the assessments Property is affected by any assessment or other charge, whether for any taxes or bonds, or interest thereon, which is or may become payable in installments, and an installment payment of such proratable items assessment is then a lien due and payable as part of the annual ad valorem property tax ▇▇▇▇ received for the year of Closing have not yet been madeProperty, then any such prorations installment shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect ; and if any such assessment or other charge is not payable in installments or are not billed as part of the same annual ad valorem property tax ▇▇▇▇ for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if anythe Property, shall be accounted paid in full by SELLER at the Closing. Notwithstanding the foregoing, SELLER shall be solely responsible for between Purchaser and Seller clearing all possessory interest taxes from the Property not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax ▇▇▇▇ will be made by the Reconciliation Date (hereinafter defined)parties outside of this Escrow within the time required by this Section 10 below, which obligation shall survive the Closing. (b2) On Subject to Subsection (1) above, if any of the first business day immediately prior items to be prorated as of Closing cannot be finally determined as of Closing, the day which is sixty prorations shall be made at Closing based on the last available information, and post-closing adjustments between BUYER and SELLER shall be made within twenty (6020) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, that the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaseractual amounts are determined, and if payment is not made within this twenty (b20) any savings resulting day period the party owing such sums shall pay interest thereon, at the rate of ten percent (10%) per annum, from any tax abatements on the Property for date of delivery of the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else ▇▇▇▇ to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "rollnon-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect paying party to the Propertydate of payment. This subsection shall survive the Closing.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingEach Purchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyordinary, and any dues recurring items normally accrued or charged to the STP Owners or otherwise normally accrued or incurred by Seller, including those listed below (but excluding all Taxes), relating to the business and assessments operation of home or condominium owners’ associationsthe Generation Facility, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Generation Facility Contracts, with Seller being charged to be responsible for such items of operating expense and credited to receive the benefit of such items of operating revenue to the extent such items relate (or are apportionable) to any time periods prior to the Closing Date, and each Purchaser to be responsible for all its Proportionate Share of same up such items of operating expense and to receive the benefit of its Proportionate Share of such date and Purchaser being charged and credited for all items of same on operating revenue to the extent such items relate to periods from and after such date. If the assessments for Closing Date (measured in the same units used to compute the item in question and otherwise measured by calendar days); provided that notwithstanding anything to the contrary herein, no Purchaser shall pay any such proratable items amount under this Section 3.4 that constitutes an Excluded Liability: (i) the fees assessed on electricity generated at the Generation Facility pursuant to the DOE Standard Contract, as provided in Section 302 of the Nuclear Waste Policy Act and 10 C.F.R. Part 961, as amended from time to time, for the year applicable period during which the Closing occurs; (ii) subject to and without limiting the generality of Section 2.3(d) and Section 2.4(j), Department of Energy Decommissioning and Decontamination Fees for the applicable period during which the Closing occurs; (iii) retrospective adjustments and policyholder distributions for the applicable period during which the Closing occurs with respect to any Generation Facility Insurance Policies to the extent such adjustments occur or distributions are made within twelve (12) months of Closing have or, if earlier, ninety (90) days after the end of the applicable policy year that includes the Closing Date; and (iv) documented operating, maintenance and other expenses incurred or accrued in any period prior to the Closing Date (not yet been madeincluding Capital Expenditures or any Excluded Liabilities), then but only to the extent that the amount of such expenses is determined within twelve (12) months of Closing or, if earlier, ninety (90) days after the end of the calendar year during which the Closing occurs. (b) Notwithstanding any other provision of this Agreement, (i) Texas Genco and Seller agree that Property Taxes (excluding all other Taxes) assessed on Texas Genco's Purchased Interest for the calendar year in which the Closing occurs shall be prorated as between Texas Genco and Seller based upon the ratio of the number of days in the calendar year in which the Closing occurs beginning with January 1 through the day prior to the Closing Date divided by the total number of days in such prorations calendar year multiplied by the amount of Property Taxes paid (or to be paid) by Texas Genco for the calendar year in which Closing occurs. Property Taxes prorated under this Section shall be based upon the prior year’s assessmentsstatus of the property as used by Seller. Except If Texas Genco or any successor-in-interest to Texas Genco changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to such property (as set forth described in Section 14(b14.2 of this Agreement or otherwise), such additional Property Tax liabilities will not be subject to proration hereunder and Texas Genco (or its successor-in-interest) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made responsible for the payment thereof; and (ii) CPS and Seller agree that Property Taxes (excluding all other Taxes) assessed on the Purchased Assets for the calendar year in relation which the Closing occurs shall be prorated to rents not collected as Seller based upon the ratio of the number of days in the calendar year in which the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect occurs beginning with January 1 through the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) Closing Date divided by the total number of days after in such calendar year multiplied by the Closing Date, or such other date as may be agreed upon in writing amount of Property Taxes required by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause applicable Law to be paid by either Party for the calendar year in which Closing occurs. Notwithstanding the previous sentence, if the provisions of Title 1, Texas Tax Code Section 26.11 apply to PurchaserCPS for the calendar year in which the Closing occurs, Property Taxes will be apportioned to Seller in accordance with Section 26.11(a) of this code. Property Taxes prorated under this section shall be based upon the status of the property as used by Seller. If CPS or Purchaser hereby agrees any successor-in-interest to pay CPS changes the usage of such property after Closing and such change in usage results in additional Property Tax liabilities attributable to Seller, such property (as the case may be, a payment described in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a14.2 of this Agreement or otherwise), above, as such additional Property Tax liabilities will not be subject to proration hereunder and CPS (aor its successor-in-interest) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property shall be responsible for the year of Closing resulting from a challenge brought by either party hereto payment thereof. Seller will cooperate with CPS in obtaining Tax treatment available to CPS under the applicable laws and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofregulations. (c) Notwithstanding anything else In connection with the prorations referred to in Section 3.4(a) above as used in the determination of any amount pursuant to this Agreement (including any amounts determined pursuant to the contrary provisions of Section 3.5), in this Section 14the event that actual figures are not available on the Closing Date, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) proration shall be based upon a change in land usage the applicable amounts properly accrued or ownership would have been accrued as of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesbeginning of the Closing Date. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingBuyer and Seller agree that, except as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Purchased Assets, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below (but not including Income Taxes), shall be prorated between Purchaser and Seller as of the Closing Date, with Seller being charged and credited for all of same up liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Buyer liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closingunits used to compute the item in question, but shall not be required to initiate legal proceedings in such attemptotherwise measured by calendar days): (i) Personal property, real estate and such collectionsoccupancy Taxes, assessments and other charges, if any, shall be accounted on or with respect to the ownership, lease, maintenance or operation of the Purchased Assets; (ii) Rent, Taxes and all other items (including prepaid services and goods not included in Inventory), in each case, payable by or to Seller under any of the Seller's Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for between Purchaser water, telephone, electricity and Seller other utilities; (v) Insurance premiums paid on or with respect to the Reconciliation Date ownership, lease, maintenance or operation of the Purchased Assets to the extent payable under any policy or other arrangement included among the Seller's Agreements; and (hereinafter defined)vi) Prepaid operating and maintenance expenses. (b) On Seller or Buyer, as the first business day immediately prior case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the day extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.5(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.5(a), if actual figures are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party within sixty (60) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Buyer shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any eventorder to confirm all proration calculations made pursuant to this Section 3.5. Notwithstanding anything to the contrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 3.5 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing real property Tax refunds that are Excluded Assets under Section 14.(a), above, as to (a2.2(h) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Buyer pursuant to Section 32.(b)(ii) hereof6.6(a). (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll items of revenue and expenses with respect to the Venture, all normal the Facility Owners, the Operating Tenant, the Operating Subtenants and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Facilities shall be prorated between Purchaser and Seller as of 11:59 pm on the Closing Date (the “Apportionment Time”) to allocate between (x) the Joint Venture as it was constituted immediately prior to the Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of the Joint Venture immediately following the Closing Date, Seller being charged ). Original Company shall be entitled to all revenue and credited shall be responsible for all expenses for the period of same time up to such date the Apportionment Time, and Purchaser being charged shall be entitled to all revenue and credited shall be responsible for all of same on and after such date. If the assessments for any such proratable items expenses for the year period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing have not yet been made, then any Statement (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be based upon made on the prior year’s assessmentsbasis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Except as Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and reprorated when the information is available but in each case with the time frames set forth in Section 14(b8.04(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)below. (b) On As soon as reasonably practicable after Closing, and in no event later than the first business day immediately prior to the day which is sixty six (606) days after the Closing Datemonth anniversary of Closing, or such other date as may be agreed upon in writing by Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Statement (in any event, the “Reconciliation DateProration True-Up Statement”), Seller hereby agrees provided that with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e.prorations, "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes Seller and Purchaser shall and does hereby indemnify and save Seller harmless from and against agree on the final determination of all claims and liability such prorations within sixty days after Purchaser’s receipt of the final tax bills for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies relevant periods with respect to all of the PropertyFacilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within ten (10) days following the date of the Proration True-Up Statement.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in San Diego County, California, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 following items shall survive Closing be adjusted and not be merged therein.apportioned between Sellers and Purchaser as follows: (a) At ClosingAll non-delinquent ad valorem real estate and personal property taxes, all normal charges and customarily proratable itemsassessments affecting the Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year of the authority levying the same. If any of the same have not been finally assessed as of the Closing Date for the current fiscal year of the taxing authority, then the same shall be adjusted through the Closing Date based upon one hundred percent (100%) of the most recently ascertainable taxes. There shall be a final reproration of the estimated real estate and personal property taxes promptly following the issuance of final bills. Each party agrees to make such payments as shall be necessary to provide the appropriate credits resulting from such re-proration. (b) All non-delinquent rent and other income of the Properties, including, without limitation, all ad valorem taxes and assessments assessed against the Propertyother periodic rentals, prepaid rents additional rentals, escalation rentals, pass-throughs and other expenses sums and fees charges payable under any the Leases on the Property(collectively, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance "Rents") collected as of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Closing Date shall be prorated between on a per diem basis such that they are credited to Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and . Purchaser being charged and credited for all of same on and after such date. If the assessments shall receive a credit for any such proratable items for the year of Closing Rents which have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, but Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to the month in which Closing occurred, (iii) second, to all periods after Closing until Rent due to Purchaser is paid current by the applicable Tenant, and (iii) third, to the receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall make a use commercially reasonable attempt efforts to collect such Rent receivables in the same for Seller's benefit after Closingordinary course of business, but shall not be required obligated to initiate engage a collection agency, take legal proceedings action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in such attemptaccordance with the terms of this Section 6(b) shall survive the Closing, and such collections, if any, shall be accounted for between delinquent Rents which are not collected by Purchaser and Seller on or before the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the Closing Date, or such other date as may be agreed upon in writing by same. To the extent any Seller and Purchaser (in receives any eventRents after Closing, the “Reconciliation Date”same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else At Closing Purchaser shall receive a credit equal to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage unapplied total of all security and other refundable tenant deposits then held by Sellers. One or ownership more of the PropertySellers may participate in a program administered by Lease Term Insurance Group, Purchaser hereby agrees LLC ("Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to pay all such taxes and Purchaser proration, provided that, at Closing, Sellers shall and does hereby indemnify and save Seller harmless from and against all claims and liability credit the Purchase Price for such taxesan amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties. (d) Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such that they are credited or charged to Purchaser, as applicable, as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the same and charged to Sellers for all periods prior to the Closing Date. If the consumption of any of the foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Sellers shall pay all charges thereunder through the date of any meter readings obtained prior to Closing. If actual amounts cannot be reasonably obtained as of the Closing, such charges and income under the Assumed Contracts shall be based on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of the Closing Date by Sellers based on the average consumption for such tenants for the two (2) previous monthly bills and at Closing, Sellers shall be entitled to a credit equal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above. (f) At Closing, Seller willPurchaser shall receive a credit for any Vacant Units (as defined below) that are not in Rent Ready Condition (as defined below) as of the date that is three (3) Business Days prior to the Closing Date in an amount equal to Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been thoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all tile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (b) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at its election the Properties that is unoccupied as of the Closing Date and that was vacated by the tenant most recently occupying such unit at least three (3) Business Days prior to the Closing Date (i.e., if a unit becomes vacant less than three (3) Business Days prior to the Closing Date, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). If requested by Purchaser, representatives of Sellers and Purchaser shall conduct a walk-through (the "Walk-Through") of the Properties on or around the third (3rd) Business Day prior to the Closing Date in its sole discretion, either deliver or credit order to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with determine the amount of any and all deposits held on behalf of Seller by utility companies with respect such credit, if any, to the Propertybe given to Purchaser.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingIn addition to any other customary items agreed upon by the parties, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, following items shall be prorated separately apportioned and adjusted between Purchaser Kindred and Seller New Operator as of 11:59:59 p.m. in the time zone in which the Facility is located on the Closing Date, Seller being charged and credited for all of same up with the net amount (the “Net Adjustment Amount”) determined to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation payable to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing DateKindred, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to SellerNew Operator, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at be paid on the Closing under Section 14.(a)Date, above, as to by certified or bank cashiers’ check or wire transfer: (a) Water, gas, electric, telephone and other utility charges, and sewer and waste water charges, shall be adjusted as of the Effective Time. If there are meters measuring the consumption of any utility or other service to the Facility, then Kindred and all rents delinquent New Operator shall each use their commercially reasonable efforts to cooperate to cause the meters to be read and unpaid on obtain final cut-off readings not more than one (1) day before the Closing Date and subsequently collected by Purchaserto establish the service account in New Operator’s name as soon as possible after the Effective Time. For metered service, Kindred shall pay the utility bills for services rendered prior to the readings. If for any reason any metered utility is read more than one (1) day before the Closing Date, Kindred and New Operator shall prorate such utility charges following the Closing Date as provided in Section 3.3(e). (b) Kindred and New Operator shall prorate any savings resulting from any tax abatements on amounts paid by Kindred under the Property for Assumed Kindred Contracts through the year of Closing resulting from a challenge brought by either party hereto and Effective Time that related in whole or in part to periods after the costs or expenses incurred by the challenging party in that regardEffective Time, and all other Contracts to which Kindred is a party (ii“Kindred Contracts”) any costs shall otherwise be terminated or retained by Kindred as described in Section 5.1. For sake of clarity, Kindred shall be solely responsible for and expenses incurred by Purchaser shall pay all amounts under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else the Assumed Kindred Contracts for services or goods provided on or prior to the contrary Effective Time. For services or goods provided on and after the Effective Time, New Operator shall be solely responsible for and shall pay all amounts under the Assumed Kindred Contracts. For the avoidance of doubt, nothing contained in this Section 143.3(b) is intended to limit in any respect New Operator’s duty to assume, if perform and discharge the Property has been assessed for property tax purposes at such rates as would result Assumed Obligations. Kindred and New Operator shall prorate any amounts paid by New Operator under the Assumed Kindred Contracts after the Effective Time that relate in reassessment (i.e., "roll-back" taxes) based upon a change whole or in land usage part to periods on or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect prior to the PropertyEffective Time.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingFor purposes of determining the Purchase Price, all normal personal property and customarily proratable itemsreal property Taxes, includingfees with respect to any Transferable Permits, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on leases of real or personal property, or other similar expenses, that are not due or assessed until after the Property, prepaid and accrued Effective Time but unpaid expenses incurred which are attributable in connection with whole or in part to any period commencing prior to the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the PropertyEffective Time, and any dues and assessments other amounts that by the terms of home or condominium owners’ associationsthis Agreement are to be allocated between the Parties, shall will be prorated between Purchaser and Seller as of the Closing DateEffective Time, with Seller being charged liable to the extent such items relate to any period prior to the Effective Time, and credited for all of same up Buyer liable to the extent such date and Purchaser being charged and credited for all of same on items relate to any period from and after such datethe Effective Time. If the assessments for any such proratable items for actual amounts to be prorated are not known, Seller shall include an itemized estimate in the year of Closing have not yet been made, then any such prorations shall be Adjustment Statement based upon the prior year’s most recent available rates, assessments, valuations, or other data, and the Parties shall adjust the amounts paid at Closing to reflect such prorations. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No Any prorations shall be made in relation so as to rents not collected as avoid duplication of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptany amounts, and such collections, if any, shall will be accounted for between Purchaser and Seller on adjusted to properly take into account any amounts thereof used in determining the Reconciliation Date (hereinafter defined)Purchase Price. (b) On The proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the first business day immediately prior date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, and will provide Seller with all documentation relating to 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 day which is sixty (60) days after Effective Time with the Closing Date, or final amounts to be prorated. Seller and Buyer agree to furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees order to cause confirm all proration calculations made pursuant to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against All payments under or pursuant to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Assigned Contracts or otherwisethe Assigned Facility Leases and utilities expenses for the Transferred Facilities relating to periods both before and after the Closing Date, including, without limitation, all utilities servicing whether payable before or after the Property, and any dues and assessments of home or condominium owners’ associationsClosing Date, shall be prorated between Purchaser the Buyers, on the one hand, and Seller the Sellers, on the other hand, on the basis of a 365-day year as of the Effective Time (collectively, the “Prorated Charges”). With respect to any products sold (or services rendered) to the Sellers pursuant to the Assigned Contracts or other obligations pursuant to which a Seller purchases products (for example, purchase orders), the Buyers and the Sellers shall use their respective reasonable best efforts to arrange for vendors to ▇▇▇▇ the appropriate Sellers directly on or prior to the Closing Date, Seller being charged Date and credited for all of same up to such date and Purchaser being charged and credited for all of same on and the appropriate Buyers directly after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, but Purchaser shall make a commercially reasonable attempt amounts due for supplies received from or services rendered by third-party vendors to collect the same for Seller's benefit after Closing, but shall not be required Sellers prior to initiate legal proceedings in such attempt, and such collections, if any, the Effective Time shall be accounted for between Purchaser the account of and Seller on paid by the Reconciliation Date (hereinafter defined)Sellers, except to the extent such amounts are Assumed Liabilities as contemplated in Section 1.03, which shall be the sole responsibility of the Buyers. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing DateAny ad valorem, use, real and personal property and similar Taxes, installments or special assessments arising from, or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventrelating to, the “Reconciliation Date”)Purchased Assets or the conduct of the Business, Seller hereby agrees to cause to be paid to Purchaser, which become due and payable on or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on after the Closing Date and subsequently collected by Purchaserrelate to a Straddle Tax Period (collectively, the “Apportioned Obligations”), shall be prorated and adjusted between the Buyers, on the one hand, and (b) any savings resulting from any tax abatements the Sellers, on the Property for other hand, as of the year of Closing resulting from Effective Time on a challenge brought by either party hereto per diem basis and the costs or expenses incurred Sellers shall be responsible for and, in any case where payment to the applicable taxing authority is to be made by the challenging party in that regardBuyers, shall pay to the Buyers, an amount equal to the Taxes allocable to the portion of such Straddle Tax Period ending as of the Effective Time at least ten (10) days prior to the date such Taxes become due and (ii) any costs payable. Subject to the foregoing, the Buyers shall prepare and expenses incurred by Purchaser under Section 32.(b)(ii) hereoffile all Tax Returns related to the Apportioned Obligations after providing BioScrip a reasonable opportunity to review and comment upon the same. (c) Notwithstanding anything else The Buyers and the Sellers shall cooperate in good faith to resolve any dispute with respect to prorations. In the event the Buyers, on the one hand, and the Sellers, on the other hand, are unable to resolve such dispute within twenty (20) days after the date such dispute arose (the “Resolution Period”), the Buyers, on the one hand, and the Sellers, on the other hand, shall submit the items remaining for resolution in writing, together with written summaries prepared and submitted by the Sellers, on the one hand, and the Buyers, on the other hand, within thirty (30) days following the end of the Resolution Period, to an Independent Accounting Firm. The Independent Accounting Firm shall be instructed to, within 20 days of such submission, resolve any differences between the Buyers and the Sellers based solely upon the written summaries submitted to the contrary Independent Accounting Firm in accordance with the preceding sentence, and, in reaching a decision on each item of dispute, the Independent Accounting Firm’s position shall be limited to either the Sellers’ or the Buyers’ position set forth in such written summaries on each disputed item. Such resolution shall, in the absence of manifest error, be final, binding and conclusive upon each of the parties to this Agreement. The Buyers and the Sellers agree that the Independent Accounting Firm must agree to the time periods set forth in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.1.08

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At the First Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No appropriate prorations shall be made with respect to payments made pursuant to the Equipment Leases in relation the following manner: (i) if Seller has made any payments with respect to rents the Equipment Leases for any period of time during which the First Closing occurs, at the First Closing Buyer shall pay to Seller an amount equal to the product of the total amount paid by Seller for such period multiplied by a fraction, the numerator of which shall be the number of days during such period beginning with the day immediately after the First Closing Date through the end of such period and the denominator of which shall be the number of days during such period, or (ii) if Buyer is required to make any payments with respect to Equipment Leases for any period of time during which the First Closing occurs, within thirty (30) days after Buyer delivers notice of such payment to Seller, Seller shall pay to Buyer an amount equal to the product of the total amount paid by Buyer for such period of time multiplied by a fraction, the numerator of which shall be the number of days during such period beginning with the first day of such period through the First Closing Date and the denominator of which shall be the number of days during such period. If the Parties are unable to resolve any dispute with respect to prorations within thirty (30) days after any payments pursuant to this Section 2(g) are due, such dispute shall be resolved by an independent accounting firm mutually acceptable to the Parties. The fees and other expense of retaining such independent public accounting firm shall be borne equally by the Parties. Such firm shall report its conclusions pursuant to this Section 2(g), and such report shall be conclusive on the Parties and not collected subject to dispute or review. The Parties agree that any prorations that cannot be precisely calculated as of the First Closing Date, but Purchaser shall make a commercially reasonable attempt to collect Date will be re-prorated as soon as reasonably practicable after the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation First Closing Date (hereinafter defined). (b) On the first business day immediately prior to the day which is but in no event more than sixty (60) days after the First Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby and the Party responsible for any payments resulting from such re-prorations agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofmake such payments promptly. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Each of this Section 14 the following shall survive be apportioned between Seller and Buyer as of the close of business on the day immediately preceding the Closing Date (the “Cut-Off Time”), on the basis of the actual number of days of the month that shall have elapsed as of the Cut-Off Time and not be merged therein. based upon the actual number of days in the month and a 365 day year: (aA) At Closingwater, all normal sewer, gas, electric, vault and customarily proratable itemsfuel charges, includingif any (unless separately billed to Seller for usage prior to the Cut-Off Time and to Buyer from and after the Cut-Off Time); (B) real estate Taxes, without limitationand general or special assessments on the Real Property, all ad valorem taxes and assessments or any other governmental Tax or charge levied or assessed against the Real Property, but, in each case, only for the annual installment for the fiscal year in which the Closing Date occurs; and (C) any other charge, amount, cost or expense customarily prorated in the jurisdiction in which the Real Property is located, including rent, security deposits, prepaid rents and other expenses credits, free rent credits, and fees payable under any Leases on credits in respect of tenant improvements, leasing commissions and capital expenditures. The parties acknowledge and agree that the Property, prepaid purpose and accrued but unpaid expenses incurred in connection with the operation or maintenance intent of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as provisions set forth in this Section 14(b2.07(f) hereinbelowas to prorations and adjustments is that Seller shall bear the expenses of the ownership and operation of the Real Property for which buyers and sellers would customarily prorate or apportion and shall receive the income therefrom accruing through the Cut-Off Time and Buyer shall bear such expenses and receive such income accruing thereafter. To the extent the adjustments described in this Section 2.07(f) cannot be made at Closing because applicable amounts cannot be finally ascertained, all the parties shall make such prorations will be adjustments at Closing based on the best available information, subject to reasonably prompt adjustment upon receipt of the final report, distribution or other evidence of the applicable amounts as herein provided. The foregoing allocations and not adjustable. No prorations adjustments shall be made in relation shown on a closing statement (with such supporting documentation as the parties may reasonably require being attached as exhibits to rents not collected as of the Closing Date, but Purchaser such statement) and shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date increase or decrease (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment ) the Purchase Price payable by Buyer. Any discrepancy resulting from such recomputation and any errors or omissions in an amount which reflects (i) net adjustments to any prorations made computing apportionments at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on or after the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofshall be promptly corrected. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions 6.2. 1Prorations. All income and expenses of this Section 14 the Property shall survive be apportioned as of 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and not be merged thereinbeing entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) At ClosingSuch prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, all normal if any, and customarily proratable items, including, without limitation, all ad valorem for the current month not yet delinquent. Such proration shall be based on an operating statement updated not less than 1 day prior to the Closing Date; (ii) taxes and assessments assessed (including personal property taxes on the Fixtures and Personal Property) levied against the Property, prepaid rents the Contributor, subject to the Escrow Agents approval, shall escrow the funds for real estate taxes now due or delinquent for 2021, or that may becoming due and other expenses payable against ​ the Property up and fees payable under any Leases on to Closing. For the Propertyavoidance of doubt, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance foregoing escrow requirement is an accommodation to the Contributor to pursue payment of the Property its tax ▇▇▇▇, however, under no circumstance shall any Service Contracts delinquent payment of taxes occur or otherwise, including, without limitation, all utilities servicing the Propertya lien be created, and if for any dues and assessments of home or condominium owners’ associationsreason the Contributor cannot satisfy the amounts, then the Escrow Agent shall be prorated between Purchaser directed to pay the then due and Seller as of owing taxes. (iii) utility charges for which the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsContributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be accounted given to the Contributor for between Purchaser interest accounts, impound accounts, escrow accounts and Seller other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; (vi) room charges for the night before the Closing Date and ending on the Reconciliation morning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (hereinafter defined)50/50) basis and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (b) On Notwithstanding anything contained in this Section 6.2.1, the first business day immediately following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the day which is sixty (60) days Closing Date, to the extent such amount has not been actually paid by the Contributor. In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventa proration was made at the Closing, the “Reconciliation Date”)Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, Seller hereby agrees after the Closing, any additional real estate taxes or assessments applicable to cause the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), abovethe Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as to (a) any the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and all rents delinquent and unpaid on reassessment occurring as the result of the Closing Date and subsequently collected by Purchaserpursuant to this Agreement; (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the ​ ​ ​ utility companies, and (b) any savings resulting from any tax abatements on provide the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Contributor with written evidence of the Property, Purchaser hereby agrees transfer at or prior to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will The Contributor shall be credited at Closing with the amount of entitled to recover any and all deposits held by any utility company as of the Closing Date; (iv) The net proration credit to or charge against the Contributor on behalf account of Seller by utility companies with respect the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the Propertycash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and (v) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. 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, with interest per annum at the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, the Operating Partnership shall prepare a final proration statement which shall be subject to the Contributor’s reasonable approval. Upon the Contributor’s acceptance and approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and final. To the extent any reconciliation is required, the Operating Partnership shall be permitted to offset any amounts by adjusting the Series T Limited Units transferred to the Contributor.

Prorations. The provisions Purchase Price shall be increased or decreased as required to effectuate the proration of this Section 14 shall survive Closing expenses relating to the operation of WNGS. All expenses arising solely from the operations of WNGS and not be merged therein. (a) At Closingincurred by WNGS, all normal including business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyBroadcasting Assets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, employee compensation (including wages and salaries, accrued sick leave, severance pay and personal days) and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser Seller and Buyer in accordance with the principle that Seller shall be responsible for all expenses, costs and liabilities allocable to the operations of WNGS for the period prior to and including the Effective Time, and Buyer shall be responsible for all expenses, costs and obligations allocable to the operations of WNGS for the period after the Effective Time as determined in accordance with Section 2.2.3 below, subject to the following: (a) There shall be no adjustment for, and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelowsolely liable with respect to, all such prorations will be final Liabilities and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller obligations under any Contracts listed on the Reconciliation Date (hereinafter defined)SCHEDULE 1-F or under any WNGS Employee Plans. (b) On Payments due under film or programming license agreements for the first business day immediately month in which the Closing occurs shall be prorated based on the number of days in such month on or before the Effective Time and the number of days in such month after and including the Effective Time. (c) There shall be no adjustment for any difference between the value of the goods or services to be received by Seller as of the Effective Time under trade or barter agreements relating to WNGS and the value of any advertising time remaining to be run by Seller as of the Effective Time under trade or barter agreements relating to WNGS ("Trade Agreements"); PROVIDED, HOWEVER, that this provision shall not apply to barter arrangements that do not arise under programming Contracts or which pertain to goods or services to be retained by Seller or her Affiliates after the Effective Date, which shall be prorated. (d) Seller shall be responsible for (i) any overdue amounts under film or programming license agreements to the extent relating to periods prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardClosing, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to payments that contractually have been deferred but for which Seller or WNGS have already received the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership benefit of the Property, Purchaser hereby agrees asset to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxeswhich they relate prior to Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingExcept as otherwise provided in this Agreement, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts items customarily prorated relating to the ownership, lease, maintenance or otherwiseoperation of the Purchased Assets that are attributable to a period commencing prior to the Closing Date and terminating on or after the Closing Date, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsincluding those listed below (but expressly excluding Income Taxes), shall be prorated between Purchaser and Seller as of the Closing Date, with Seller being charged and credited for all of same up liable to the extent such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for items relate to any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the period prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and Buyer liable to collect the extent such items relate to any period on or after the Closing Date (measured in the same for Seller's benefit after Closing, but shall not be required units used to initiate legal proceedings compute the item in such attemptquestion, and such collectionsotherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, shall be accounted for between Purchaser on or with respect to the ownership, lease, maintenance or operation of the Purchased Assets; (ii) Rent and all other items (including prepaid services), in each case, payable by or to Seller on under any of the Reconciliation Date Seller's Agreements assigned to and assumed by Buyer hereunder; and (hereinafter defined)iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit. (b) On Seller or Buyer, as the first business day immediately prior case may be, shall promptly reimburse the other Party that portion of any amount paid by such other Party to the day extent relating to the period for which Seller or Buyer, as the case may be, is liable under Section 3.6(a), in each case, upon presentation of a statement setting forth in reasonable detail the nature and amount of any such payment. In connection with the prorations set forth in Section 3.6(a), if actual amounts are not available on the Closing Date, the proration shall be calculated based upon the respective amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. All prorated amounts shall be recalculated and paid to the appropriate Party, if practicable, on the date of the payment of the Closing Adjustment Amount pursuant to Section 3.4(c) or otherwise within sixty (60) days after the Closing Date, or date that the previously unavailable actual amounts become available. Seller and Buyer shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any eventorder to confirm all proration calculations made pursuant to this Section 3.6. Notwithstanding anything to the contrary herein, the “Reconciliation Date”), Seller hereby agrees no proration shall be made under this Section 3.6 with respect to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing real property Tax refunds that are Excluded Assets under Section 14.(a), above, as to (a2.2(h) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred Taxes payable by Purchaser under Buyer pursuant to Section 32.(b)(ii) hereof6.7(a). (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions 6.7.1. Re▇▇ ▇▇▇▇▇▇▇y taxes, assessments, rents, security deposits, and cam expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and cam expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax bill. If, after Close of Escrow, Buyer receives any further or supplemental tax bill relating to any period prior to Close of Escrow, ▇▇ ▇eller receives any further or supplemental tax bill relating to any period after Close of Escrow, the ▇▇▇ipient shall promptly deliver a copy of such tax bill to the other party, and not later than ten (10) d▇▇▇ prior to the delinquency date shown on such tax bill Buyer and Seller shall deliver to the taxing auth▇▇▇▇y their respective shares of such tax bill, prorated as of Close of Escrow. 6.7.2. ▇▇l leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Section 14 Agreement shall survive Closing be paid by Seller, and not Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be merged thereinprorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the new Lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (a) At Closingexcept those items which under the terms of this Agreement specifically become the obligation of Buyer), all normal brought by third parties and customarily proratable items, including, without limitation, all ad valorem taxes based on events occurring on or before the date of closing and assessments assessed against the Property, prepaid rents and other expenses and fees payable under which are in any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing way related to the Property, and any dues all expenses related thereto, including but not limited to court costs and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)attorneys' fees. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby 6.7.4. Buyer agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) indemnify and hold Seller harmless of and from any and all rents delinquent liabilities, claims, demands, suits and unpaid on the Closing Date judgments, of any kind or nature, including court costs and subsequently collected by Purchaserreasonable attorneys' fees, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto third parties and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else based on events occurring subsequent to the contrary date of closing and which are in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of any way related to the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits expenses related thereto, including, but not held by Seller at Closing. Furtherlimited to, Seller will be credited at Closing with the amount of any court costs and all deposits held on behalf of Seller by utility companies with respect to the Propertyattorneys' fees.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable itemsRents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by the Tenant under its Lease, all ad valorem as and when actually collected; real property taxes and assessments assessed against assessments; all other income from the Property; water, prepaid rents sewer and other expenses and fees utility charges; amounts payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseother 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 (including, without limitation, expenses prepaid by Seller), shall all be prorated as of 12:01 a.m. on the date of Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a three hundred sixty-five (365) day year. All expenses under this Section 8.5 shall be prorated based upon the periods to which they relate and are applicable, regardless of when they are payable. Buyer shall reimburse Seller and Seller shall credit Buyer for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.2. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If the Tenant shall specifically designate a payment, other than a monthly installment of rent, as being attributable to a specific period of time or for a specific purpose, including, without limitation, all utilities servicing for operating expenses or real estate tax payments which were not paid or were underpaid by the PropertyTenant or for reimbursement for work performed by Seller on the Tenant’s premises, such payment shall be so applied. If there is no such designation, any payment received from the Tenant after Closing shall be deemed a payment of rent due after the Closing until the Tenant is current on rents and sums due under the Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any dues rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and assessments other sums owing to Seller. Seller retains the right to collect any such rents and other sums from the Tenant after Closing; provided, however, that Seller shall have no right to cause the Tenant to be evicted or to exercise any other landlord remedy against the Tenant other than to ▇▇▇ for collection and provided further that Seller shall give Buyer thirty (30) days’ prior written notice before filing suit against the Tenant. To the extent any expenses or charges for the Property are paid by the Tenant to the landlord under its Lease on an estimated basis, for which a future reconciliation of home actual to estimates is to be performed, Seller and Buyer agree that: (i) (A) Seller shall be responsible to send all reconciliations of such costs and expenses for 2010 prepared by Seller and delivered to Buyer, (B) Seller and Buyer shall cooperate as necessary to prepare such reconciliations, (C) Buyer shall be responsible for collecting from the Tenant and paying to Seller any amounts owed to Seller related thereto if and when received by Buyer, and (D) Seller shall be responsible to pay Buyer any overpayments of such costs and expenses owed to the Tenant, which payment obligations to Seller or condominium owners’ associationsBuyer, as applicable, shall survive Closing, and (ii) Seller and Buyer shall make a preliminary adjustment at Closing with respect to such costs and expenses for 2011 based on a comparison for the Tenant premises of the actual expenses for the Property paid by Seller for 2011 as of the Closing Date allocable to that space to the estimated expenses for the Property paid by the Tenant to Seller for 2011 (the “Tenant Payments”). The preliminary adjustment for 2011 shall be prorated between Purchaser and calculated as follows: to the extent the Tenant Payments made to Seller as of the Closing Date, Seller being charged and credited for all of same up Date with respect to such date and Purchaser being charged and credited for all of same on and after such date. If 2011 exceed the assessments for any such proratable items actual expenses for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected Property paid by Seller as of the Closing DateDate with respect to 2011 allocable to that space, but Purchaser Buyer shall receive a credit for the excess Tenant Payments. To the extent actual expenses for the Property paid by Seller for 2011 as of the Closing Date allocable to that space exceed the Tenant Payments as of the Closing Date for 2011, Buyer shall pay Seller such amount when and to the extent such payments are collected from the Tenant. Subsequent to Closing, Buyer shall assume all rights and obligations to collect from or pay to the Tenant any reconciliation amounts. Any prorations based on an estimated basis shall be subject to reproration upon the final determination of such amounts. The amount of any cash security deposit held by Seller under the Lease shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposit). If the security deposit is held in the form of a letter of credit, Seller shall (i) deliver the original letter of credit to Buyer at Closing, (ii) execute and deliver at Closing such other instruments as the issuer of such letter of credit shall reasonably require in order to cause the named beneficiary under such letter of credit to be changed to Buyer, and (iii) provide Buyer with a credit at Closing against the Purchase Price in the amount of any transfer costs associated with such transfer. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property. 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 the Tenant, such amount 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%) 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 the Tenant from and after Closing and to the manner in which such payments were applied, and shall make a commercially their books and records available for inspection by the other party during ordinary business hours upon reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, advance notice. Buyer shall be accounted entitled to receive a credit against the Purchase Price at Closing for between Purchaser the amount of the rent subsidy to the extent more particularly set forth in Exhibit G attached hereto and Seller on the Reconciliation Date (hereinafter defined)made a part hereof. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects Buyer shall pay: (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to one-half (a1/2) any of the escrow charges and all rents delinquent recording fees; (ii) the title insurance costs in connection with the deletion of the area and unpaid on boundary exception from the Closing Date Title Policy and subsequently collected by Purchaserany endorsement or reinsurance charges; (iii) the cost of any update of the Survey; and (iv) all of its own legal fees. Seller shall pay: (i) one-half (1/2) of the escrow charges; (ii) the cost of “standard” coverage for the Title Policy (excluding the premium for the deletion of the area and boundary exception); (iii) all transfer taxes, (iv) all fees and costs related to the assignment of the Ground Lease, and (bv) all of its own legal fees. The parties will execute and deliver any savings resulting from any required transfer or other similar tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else declarations to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller appropriate governmental entity at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Subject to Section 14 shall survive Closing and not be merged therein. (a) At Closing2.4(b), all normal expenses arising from the operation of the Channel, including business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyAssets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser PCC and Seller as Travel in accordance with the principle that Travel shall be responsible for all expenses, costs, liabilities, and obligations allocable to the operations of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Channel for the year of Closing have not yet been made, then any such prorations shall be based upon period prior to the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptEffective Time, and such collectionsPCC or the Designated Affiliate, if anyapplicable, shall be accounted responsible for between Purchaser all expenses, costs, liabilities, and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior obligations allocable to the day which is sixty (60) days operations of the Channel for the period after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, Effective Time. To effectuate the “Reconciliation Date”proration of expenses pursuant to this Section 2.4(a), Seller hereby agrees but subject to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a2.4(b), above, as Travel shall receive a credit equal to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by Travel and all deposits held on behalf of Seller by utility companies with respect are allocable to the Propertyoperations of the Channel for the period after the Effective Time and PCC shall receive a credit equal to the amount of any expenses, costs, liabilities, or obligations that are paid or incurred by PCC or the Designated Affiliate, if applicable, and are allocable to the operations of the Channel for the period before the Effective Time. Any determination whether any expense, cost, liability, or obligation is allocable to or relates to the period before or after the Effective Time, for purposes of calculating prorations pursuant to this Section 2.4(b) or the assumption of liabilities and obligations pursuant to Section 2.5 (or the exclusion therefrom pursuant to Section 2.6(c)) shall be based on the extent to which all facts and circumstances necessary for the accrual of such expense, cost, liability, or obligation in accordance with generally accepted accounting principles have been satisfied as of the Effective Time, except that any payment obligation arising under any Programming Agreement that is an Assumed Contract shall be allocable to and shall relate to the period during which the payment is required to be made.

Prorations. The (a) Subject to the other provisions of this Section 14 8.5, the following matters and items shall survive Closing be prorated and not be merged therein. (a) At Closingapportioned between the parties hereto, all normal and customarily proratable itemsor, includingwhere applicable, without limitationcredited in total to a particular party, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases as of 11:59 pm on the Propertyday before the Closing Date (the “Cut Off Time”), prepaid with net credits, whether in favor of Buyer or Seller, to be settled in cash at the Closing; and accrued but unpaid expenses incurred for purposes of calculating prorations, (i) Seller shall be deemed to be in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing title to the Property, and any dues therefore entitled to the income therefrom and assessments of home or condominium owners’ associationsresponsible for the expenses thereof up to the Cut Off Time, and Buyer to be in title to the Property on and after the Cut Off Time, and (ii) all prorations shall be made on the basis of the actual number of days of the year and month that have elapsed as of the Closing Date. (b) Rents that have been collected for the month of the Closing will be prorated between Purchaser at the Closing, effective as of the date of the Closing. Not less than five (5) business days prior to Closing, Seller shall furnish to Buyer a schedule of all rents from Tenant which are then due and Seller payable but which have not been collected. With regard to due and payable rents that are uncollected as of the Closing Date, Seller being charged (i) no proration will be made at the Closing, (ii) Buyer shall make a reasonable effort after the Closing to collect the rents in the usual course of Buyer’s operation of the Property, and credited for (iii) Buyer shall apply all of same up rents collected (A) first to such date and Purchaser being charged and credited for all of same on the then-current month’s rental obligation due from Tenant, (B) then second towards any delinquent amounts relating to the period from and after such datethe Closing Date, and (C) then third towards delinquent rents owed to Seller with respect to the period prior to the Closing Date. If It is further agreed, however, that Buyer will not be obligated to institute any lawsuit or other collection procedures to collect uncollected rents, and Seller shall not be entitled to s▇▇ the assessments Tenant to collect same. Notwithstanding any of the foregoing provisions to the contrary, rents collected by Buyer after the Closing Date applicable to the month of Closing and to which Seller is entitled shall be promptly paid to Seller, and any rents received by Seller after the Closing Date applicable to the month of Closing and to which Buyer is entitled, shall be promptly paid to Buyer. There are no common area maintenance expenses, administrative fees, insurance costs and property management fees payable to Seller by Tenant under the Lease. There is no security deposit made or required to be made by Tenant under the Lease. (c) There shall be no proration of real estate taxes as Tenant pays real estate taxes directly to the applicable governmental authority and has paid the first installment of 2019 real estate taxes payable in 2020. (d) Buyer shall pay the following costs of closing this transaction: (1) Any and all expense(s) incurred by Buyer or its representative(s) in inspecting or evaluating the Property, except as otherwise expressly provided in this Agreement; (2) The cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any such proratable items cancellation charge(s) imposed by the Title Company in the event a Title Policy is not issued, unless caused by default of Seller hereunder; (3) Any and all recording fees for the year Deed; (4) One-half of Closing have any and all escrow fees associated with the purchase and sale transaction contemplated herein, and all escrow fees associated with Buyer’s financing, if any; and (5) The fees and disbursements of Buyer’s counsel. (e) Seller shall pay the following costs of closing the transaction: (1) One-half of any and all escrow fees; (2) Any and all state and county real estate transfer, stamp or documentary taxes; (3) All title charges and the cost of the Title Policy, excepting the cost of any extended coverage or special endorsements to the Title Policy, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items and any cancellation charge(s) imposed by the Title Company in the event a Title Policy is not yet been madeissued, then any such prorations shall be based upon unless caused by default of Seller hereunder; (4) Subject to Section 4.1(a), all costs relating to the prior year’s assessments. Survey; (5) Except as set forth in Section 14(b8.5(d)(3) hereinbelowabove, any and all such prorations will be final recording fees; and (6) The fees and not adjustable. No prorations shall be made in relation to rents not collected as disbursements of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)’s counsel. (bf) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if 8.5 shall survive the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesClosing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing All income and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseshall be apportioned as of 12:01 a.m. EST on the Closing Date, including, without limitation, with the Operating Partnership being deemed to be the owner of the Property during the 23 entire day on which the Closing Date occurs and being entitled to receive all utilities servicing revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) Such prorated items shall include the following: (i) any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of other income with respect to the Property received by the Closing Date, Seller being charged if any, and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have current month not yet been made, then any such prorations delinquent. Such proration shall be based upon on an operating statement updated not less than 1 day prior to the Closing Date; (ii) taxes and assessments (including personal property taxes on the Fixtures and Personal Property) levied against the Property; (iii) utility charges for which the Contributor is liable, if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior yearto the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; (vi) room charges for the night before the Closing Date and ending on the morning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s assessments. Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as set forth provided in Section 14(b) hereinbelowthe following sentence, all such prorations will be final delinquent real estate taxes and not adjustable. No prorations assessments shall be made in relation paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to rents not collected as of any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall extent such amount has not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on been actually paid by the Reconciliation Date (hereinafter defined). (b) On Contributor. In the first business day immediately event that the Contributor has paid prior to the day which is sixty (60) days Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventa proration was made at the Closing, the “Reconciliation Date”)Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, Seller hereby agrees after the Closing, any additional real estate taxes or assessments applicable to cause the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the refunds related to a period prior to the Closing that is required to be paid refunded to Purchaser, any tenant of the Property shall be delivered to or Purchaser hereby agrees to pay to Sellerretained by, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.24

Prorations. The provisions 2.6.1 On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) days thereafter, to the extent not included in the calculation of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingNet Working Capital, all normal and customarily proratable itemsthe water, includinggas, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents electricity and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid utility expenses incurred in connection with operating the operation or maintenance of Business and other similar periodic charges incurred in operating the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Business in the Property, and any dues and assessments of home or condominium owners’ associations, ordinary course shall be prorated for 1997 between Purchaser Buyer and Seller effective as of the Closing Date. To the extent practicable, Seller being charged and credited for all to the extent not included in the calculation of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Net Working Capital, utility meter readings for the year of Closing have not yet been made, then any such prorations Fee Property shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected determined as of the Closing Date. 2.6.2 Notwithstanding anything herein to the contrary but subject to Section 2.6.3, any taxes not measured or measurable, in whole or in part, by net or gross income or receipts (including, but Purchaser shall make not limited to, real or personal property or ad valorem taxes) imposed on the Purchased Assets that relate to a commercially reasonable attempt to collect tax period beginning before the same for Seller's benefit Closing Date and ending after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, the Closing Date (an "Overlap Period") shall be accounted apportioned as of the Closing Date such that Seller shall be liable for between Purchaser (and Seller shall reimburse Buyer to the extent that Buyer shall have paid) that portion of such taxes relating to, or arising in respect to, periods on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately or prior to the day which is sixty Closing Date and Buyer shall be liable for (60and shall reimburse Seller to the extent Seller shall have paid) days that portion of such taxes relating to, or arising in respect to, periods after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in . Should any event, the “Reconciliation Date”), Seller hereby agrees to cause amounts to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as prorated not have been finally determined on the case may beClosing Date, a payment in an mutually satisfactory estimate of such amounts made on the basis of the Seller's records shall be used as a basis for settlement at Closing, and the amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, finally determined will be prorated as to (a) any and all rents delinquent and unpaid on of the Closing Date and subsequently collected appropriate settlement made as soon as practicable after such final determination; provided, however, that proration for ad valorem taxes for 1997 will be made after Buyer is invoiced by Purchaser, the taxing authorities and Seller will pay to Buyer Seller's prorated share of such tax payment ten days prior to the date such tax payment is due. 2.6.3 Seller and Parent shall pay and be responsible for 50% and Buyer shall pay and be responsible for 50% of (bi) any savings resulting from any tax abatements all motor vehicle taxes on the Property for transfer of titled motor vehicles included in the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardPurchased Assets, and (ii) all other sales, transfer or similar state or local taxes and all recording Fees imposed as a result of the sale of the Purchased Assets. Seller and Parent shall pay and remain responsible for all income taxes, sales or use tax, franchise taxes, payroll taxes and any other taxes which may be due in respect of operation of the Business before the Closing Date. 2.6.4 Seller and Parent shall pay and be responsible for all salaries, wages, federal withholding and social security taxes, employee benefit plans, workers' compensation, and unemployment compensation taxes and other costs and expenses relating to employees employed in connection with the Business or Purchased Assets in respect of periods on or before the Closing Date and thereafter with respect to such employees which are not Transferred Employees. Buyer shall pay and be responsible for all such costs and expenses associated with any Transferred Employees that are incurred by Purchaser under Section 32.(b)(ii) hereofin respect of periods after the Closing Date. If Buyer, on the one hand, or Seller or Parent, on the other hand, receives an invoice for any tax or other expense which is allocable to the other party in part or in full hereunder, the recipient shall forward a copy of the invoice promptly to the other party. (c) Notwithstanding anything else 2.6.5 Seller and Parent shall be entitled to all revenues attributable to the contrary Purchased Assets before the Closing Date, to the extent that such revenues are not Purchased Assets or proceeds thereof. Buyer shall be entitled to all revenues which are (i) Purchased Assets or proceeds thereof, or (ii) attributable to the Purchased Assets after the Closing Date. If Buyer, on the one hand, or Seller or Parent, on the other hand, receives a payment from a third party due in this Section 14whole or in part to the other party, if it shall pay over such portion to the Property has been assessed other party as soon as practicable, but in any event within 10 days after receipt thereof. 2.6.6 Seller and Parent shall pay and be responsible for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership 50% and Buyer shall pay and be responsible for 50% of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and cost of an Owner Policy of Title Insurance in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any $14,000,000 issued by Partners Title Company ("Title Company") as agent for Commonwealth Land Title Insurance Company (with such reinsurance as Buyer may require), insuring that Buyer is the owner of the Fee Property and all deposits held on behalf improvements thereon subject only to Permitted Exceptions and the standard printed exceptions included in a Texas standard form owner policy of Seller by utility companies with respect to title insurance; provided, however, that (i) the Property.standard exception for discrepancies, conflicts or shortages in area shall be deleted except for "shortages in area,"

Prorations. The provisions following shall be apportioned between Seller and Purchaser at the Closing as of this Section 14 shall survive 11:59 p.m. of the day preceding the Closing and not be merged therein.Date: (a) At Rents and other income (including real estate tax, insurance and common area maintenance reimbursements) derived from the operation the Property that have been collected for the calendar month in which the Closing occurs (if any) shall be prorated as of the Closing Date. Any amounts received from Tenants after the Closing shall be applied on a Tenant by Tenant basis as follows: The rents shall be prorated as if the current month were paid. No "Delinquent Rents" (i.e., rents or other charges that are due for the periods prior to the month of the Closing) shall be prorated in favor of Seller. All rents and other charges received by (or for the benefit of) Purchaser from any Tenants after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Purchaser, and any excess shall be delivered to Seller, but only to the extent of amounts in default and owed to, and for the benefit of, Seller for the period prior to the Closing Date. In no event, however, shall any sums be paid to Seller to the extent Seller has been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder. Seller shall have the right to collect delinquent rents directly from Tenants after the Closing, and in connection therewith, Purchaser agrees to reasonably cooperate with Seller, at no expense to Purchaser and short of litigation, but in no event shall Seller disturb a Tenant's occupancy or commence litigation against any Tenant after the Closing. Seller agrees that it will not unreasonably interfere with Purchaser's relationship with its Tenants generally in collecting delinquent rents hereunder. Purchaser will furnish to Seller upon the expiration of three (3) months following the Closing and each three (3) month period thereafter until the first anniversary of the Closing Date, an accounting setting forth in reasonable detail the amounts owed and the amounts collected from delinquent Tenants which are payable to Seller under the provisions of this Paragraph 4.5(a). Upon receipt of delinquent rents from Tenants that are owed to Seller hereunder, Purchaser shall promptly pay such amounts to Seller. Upon receipt of any amount directly from Tenants after the Closing due to Purchaser, Seller shall promptly pay over such amount to Purchaser. (b) Real estate taxes, water charges and sewer rents, on the basis of the fiscal or tax years, respectively, for which same have been assessed, regardless of whether or not then due and payable or a lien. Seller shall pay at or prior to the Closing (or Purchaser shall receive a credit for) any unpaid taxes attributable to periods prior to the Closing Date, (whether or not then due and payable or a lien as aforesaid), and Seller shall receive a credit for any previously paid taxes attributable to periods from and after the Closing Date. Notwithstanding the foregoing, Section 4.6 shall govern with respect to all normal general, special and/or betterment assessments on the Property at the Closing Date. Any assessments after the Closing Date, including any assessments for prior years due to a change in land, usage or ownership, shall be paid solely by Purchaser, without any adjustment. (c) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (d) Fees for inspections, permits or licenses which are transferred to Purchaser at the Closing. (e) In the event that final meter readings are not available, utilities (including telephone, steam, electricity and customarily proratable itemsgas) shall be adjusted on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available. Seller shall use good faith efforts to arrange for final meter readings for all utilities serving the Property on the day prior to the Closing. If final meter readings are available, Seller shall pay all charges based upon the metered usage prior to the Closing. (f) All ordinary operating expenses of the Property including, without limitation, all maintenance, service charges (including ad valorem taxes tax appeal contracts), expenses and assessments assessed against charges under those Service Contracts being assumed by Purchaser, and all other normal operating charges with respect to the Property. (g) Permitted administrative charges, prepaid rents if any, on those security deposits transferred by Seller pursuant to Section 4.2(f). (h) Interest accruing under the Notes. (i) Such other items as are customarily apportioned between sellers and purchasers of real property of a type similar to the Property and located in the city or town and state where the Property is located. Notwithstanding anything to the contrary contained herein, all brokerage and leasing commissions or other expenses and fees payable under compensation due or accrued to any Leases on the Propertybroker, prepaid and accrued but unpaid expenses incurred agent or other person in connection with the Property for brokerage or other services rendered to Seller or any predecessor of Seller in connection with or on account of the Tenant Leases shall (A) be paid by Seller in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto prior to the execution and delivery of this Agreement; (B) provided such commission or compensation has been disclosed to Purchaser, be paid by Purchaser in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto after the Closing Date; (C) provided such commission or compensation has been disclosed to Purchaser, be paid by Purchaser in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been approved by Purchaser and executed and delivered (or exercised) by the parties thereto after the execution and delivery of this Agreement and prior to the Closing, but for which the payment of Rent shall have commenced after the Closing Date; and (D) be adjusted as of 11:59 p.m. of the day preceding the Closing Date in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto, and for which the payment of Rent shall have commenced after the execution and delivery of this Agreement and prior to the Closing Date. Notwithstanding anything to the contrary contained herein, all prepaid rentals, other prepaid payments, security deposits, electric, gas, sewer and water deposits deposited with Seller by Tenants (including all accrued interest on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any Tenant Leases, license agreements or concession agreements relating to the Property, shall all belong to Purchaser. Notwithstanding the foregoing, Purchaser shall receive at the Closing a cash credit in the amount of all such deposits, prepaid rentals and other prepaid payments, which shall all be retained by Seller unless otherwise required by law, any lender or any Tenant Leases. Notwithstanding anything to the contrary contained herein, percentage rent (i.e., that portion of the rent payable to the landlord by a Tenant under a Tenant Lease which is a percentage of the amount of sales or of the dollar amount of sales), if any, payable under each Tenant Lease shall be prorated with respect to the lease year thereunder in which the Closing occurs on a per diem basis as and when collected, and paid to the parties in the same priority as set forth in Section 4.5(a). Any percentage rent collected by Purchaser, including any percentage rent which is delinquent and pertaining to (i) an entire lease year or accounting period of a Tenant under a Tenant Lease which ends on a date prior to the Closing Date, and (ii) that portion of a lease year or accounting period of such Tenant covering a period prior to the Closing Date where such lease year or accounting period begins prior to the Closing Date and ends thereafter, shall in both cases be paid to Seller within ten (10) days of receipt by Purchaser. Purchaser shall not be required to institute any action or proceeding to collect any delinquent percentage rent. Notwithstanding anything to the contrary contained herein, Seller shall be paid Seller's share, if any, of all revenues from the operation or maintenance of the Property under prior to the Closing Date other than rent, real estate tax, insurance and common area reimbursements (including parking charges and telephone booth and vending machine revenues), if, as and when received by Purchaser. Except as expressly set forth in this Section 4.5, if the exact amount of any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall item to be prorated between Purchaser and Seller is not known as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations proration shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be a reasonable estimate thereof made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventand as soon after the Closing as the exact amount of the item is known, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability adjustment for such taxesitem shall be re-prorated pursuant to Section 4.6. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closingthe Closing and for the billing period in which the Effective Time occurs, all normal expenses and customarily proratable itemsincome arising from the conduct of the business of the Facility in the ordinary course, including, without limitation, all ad valorem taxes and assessments assessed against the Propertypatient care revenue, prepaid rents and other trade payables, telephone expenses and fees payable under utility charges, real and personal property Taxes attributable to the Facility, including any Leases on such items held in escrow (all such income and expenses to be referred to herein as the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations“Prorated Items”), shall be prorated apportioned between Seller and Purchaser and Seller as of the Closing DateEffective Time, it being the agreement of the Parties that Seller being charged shall be entitled to and credited responsible for all revenue, expenses and similar obligations arising from the operation of same up the Facility on or prior to such date the Effective Time and Purchaser being charged shall be entitled to and credited responsible for all revenue, expenses and similar obligations arising from the operation of same on the Facility after the Effective Time, except, in each case, as otherwise expressly set forth herein. This provision shall be implemented by Purchaser or Seller, as the case may be, remitting to the other any invoices for Prorated Items that it receives that reflect a service date for which the other Party is responsible and after such date. If the assessments for any such proratable items by Seller or Purchaser, as applicable, assuming responsibility for the year payment of Closing have not yet been made, then any such prorations shall invoices for Prorated Items that reflect a service date for which it is responsible with any overage or shortage in payments by either Party to be based upon the prior year’s assessments. Except adjusted and paid as set forth provided in Section 14(bSections 10(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter definedc). (b) On All such prorations shall be made on the first business day immediately basis of actual days elapsed in the relevant accounting, billing or revenue period and shall be based on the most recent information available to Seller. Utility charges which are not metered and read for the Closing shall be estimated based on prior charges, and shall be re-prorated upon receipt of statements therefor. (c) To the extent possible and based on reasonable estimates, the Parties shall make all prorations at the Closing. All amounts owing from one Party hereto to the day which is other Party hereto that require adjustment after the Closing shall be settled within sixty (60) days after the Closing DateDate or, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as event the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability information necessary for such taxesadjustment is not available within said sixty (60) day period, then as soon thereafter as practicable. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit All prorations to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited made at Closing with shall be effected through adjustment of the amount of any and all deposits held on behalf of Seller by utility companies with respect to the PropertyPurchase Price.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Subject to the provisions of Exhibit E hereto the following shall be apportioned with respect to the Property: (i) real property taxes affecting the Realty and personal property taxes affecting the Personalty for the then current year, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Datedate of Closing, Seller being charged and credited any apportionment of such taxes with respect to a tax year for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If which either the assessments for any such proratable items for the year of Closing tax rate or assessed valuation or both have not yet been made, then any such prorations shall fixed to be based made upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as basis of the Closing Date, but tax rate and/or assessed valuation last fixed; provided that Seller and Purchaser shall make a commercially reasonable attempt agree that to collect the same extent the actual taxes for Seller's benefit after the current year differ from the amount so apportioned at Closing, but shall not be required Seller and Purchaser will make all necessary adjustments by appropriate payments between themselves following Closing, such obligation to initiate legal proceedings in such attemptsurvive Closing; (ii) current expenses under the Operating Agreements; and (iii) gas, electricity, water, trash disposal and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)other utility charges. (b) On In making such apportionments, Purchaser shall be responsible for real property taxes and other expenses accrued or incurred from and after the first business day immediately prior date of Closing. All such apportionments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments and the day which is party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of such overpayment within thirty (30) days after receiving written demand therefor; provided that the party hereto receiving such notice has received sufficient evidence to verify the amount of such overpayment. In the event such party has not received sufficient evidence to verify the amount of overpayment, such party shall be afforded additional time to verify and/or dispute the amount of overpayment, but in no event longer than thirty (30) days after the notice. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustments if no such adjustments have been requested after a period of sixty (60) days after the Closing Date, or such . All other date as may matters with respect to apportionments shall be agreed upon in writing governed by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (bMemorandum. The provisions of this Section 4.4(b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofshall survive Closing. (c) Notwithstanding anything else to Governmental assessments against the contrary Realty shall not be prorated, but such assessments shall be paid in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held full by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect or prior to the PropertyClosing Date if the work for which assessment was made has been fully performed, or assumed and paid by Purchaser if such work has not been fully performed by the Closing Date.

Prorations. The (a) Purchaser and Seller agree that, except as otherwise specifically provided in this Agreement, all of the prepaid items (excluding all Taxes other than Property Taxes) incurred by Seller prior to the Closing Date but on account of periods both prior to and following the Closing Date, that were incurred in the ordinary course of the conduct of the Business and operation of the Project consistent with past practice and the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsAgreement, shall be prorated between Purchaser and Seller charged as of the Closing Date, without any duplication of payment under the Project Contracts or this Agreement, with Seller being charged and credited liable to the extent such items relate to any time periods (Tax year periods for all of same up Property Tax) ending on or prior to such date the Closing Date, and Purchaser being charged liable to the extent such items relate to periods (Tax year periods for Property Tax) after the Closing (measured in the same units used to compute the item in question and credited for all of same on and after such date. If otherwise measured by calendar days), provided that, notwithstanding anything to the assessments for contrary herein, Purchaser shall not pay any such proratable items for amount under this Section 3.4 that constitutes an Excluded Liability. (b) In connection with the year of prorations referred to in Section 3.4(a), in the event that actual figures are not available at the Closing have not yet been madeDate, then any such prorations the proration shall be based upon the prior year’s assessmentsapplicable amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations All prorated amounts shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, recalculated and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior paid to the day which is sixty appropriate Party within thirty (6030) days after the Closing Date, or date that the previously unavailable actual figures become available. Seller and Purchaser shall furnish each other with such documents and other date records as may be agreed upon reasonably requested in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees order to cause confirm all proration calculations made pursuant to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes3.4. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions All income and expenses of this Section 14 the Property shall survive be apportioned as of 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and not be merged thereinbeing entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) At ClosingSuch prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, all normal if any, and customarily proratable items, including, without limitation, all ad valorem for the current month not yet delinquent. Such proration shall be based on an operating statement updated and mutually approved not less than 1 day prior to the Closing Date; (ii) taxes and assessments assessed (including personal property taxes on the Fixtures and Personal Property) levied against the PropertyProperty to the extent not paid by Lender under the Existing Loan; (iii) utility charges for which the Contributor is liable, prepaid rents if any, such charges to be apportioned at the Closing on the basis of the most recent meter reading occurring prior to the Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other expenses reserves included within the Existing Loan, which shall be transferred to the Operating Partnership at the Closing and fees payable shall be added to the Series T Limited Units of the Total Consideration under any Leases Exhibit D; (vi) room charges for the night before the Closing Date and ending on the Propertymorning of the Closing Date shall be split between the Contributor and the Operating Partnership on a fifty/fifty (50/50) basis and (vii) any other operating expenses or other items pertaining to the Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, prepaid the following shall apply: (i) The Contributor’s Total Consideration shall be increased by the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and accrued but unpaid expenses incurred other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent or assigned to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributor (which amount Operating Partnership shall be obligation to pay to the applicable taxing authority). In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount as an increase to Contributor’s Total Consideration. In connection with the operation re-proration of real estate taxes and assessments for which a credit was given ​ ​ or maintenance a proration was made at the Closing, the Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Operating Partnership shall pay all such additional amounts, including any additional fees and interest, if any. If, after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to a period prior to the Closing, then that portion of the Property under any Service Contracts refunds related to a period prior to the Closing shall be delivered to or otherwiseretained by, including, without limitation, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities servicing to the Propertyname of the Operating Partnership as of Closing, where necessary, post deposits with the utility companies, and any dues and assessments provide the Contributor with written evidence of home the transfer at or condominium owners’ associations, prior to Closing. The Contributor shall be prorated between Purchaser entitled to recover any and Seller all deposits held by any utility company as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).; (biv) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else Except where otherwise specifically provided to the contrary in this Section 14Agreement, if The net proration credit to or charge against the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership Contributor on account of the Property, Purchaser hereby agrees prorations adjustments to pay all such taxes and Purchaser be made upon the Closing shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.be reflected through an adjustment to the cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other proration adjustments made following the Closing shall be made in cash; and (dv) At ClosingIf any prorations hereunder cannot be calculated accurately on the Closing Date, Seller willthen they shall be calculated as soon after the Closing Date as feasible. 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, with interest per annum at its election the prime rate of interest as set forth in The Wall Street Journal, plus 2% from the Closing Date to the date of payment if payment is not made within 10 business days after delivery of a ▇▇▇▇ therefor. Once all revenue and in its sole discretionexpense amounts have been finally and completely ascertained, either deliver or credit the Operating Partnership shall prepare a final proration statement which shall be subject to Purchaser any the Contributor’s reasonable approval. Upon the Contributor’s acceptance and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be accurate and all deposits held on behalf of Seller final. To the extent any reconciliation is required, the Operating Partnership shall be permitted to offset any amounts by utility companies with respect adjusting the Series T Limited Units transferred to the PropertyContributor as provided in Exhibit D and the OP Agreement.

Prorations. The provisions following prorations shall be made as of this Section 14 shall survive the date of Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Propertybasis of a 365 day year: 21.3.1 For Fee Sites, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, real estate taxes shall be prorated between Purchaser and Seller as of the Closing Datebased on the most recent tax statement ,for the Site. If such proration is not made on the basis of the current tax year, Seller being charged and credited or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustments after the Closing by cash payment to the party entitled thereto so that Sellers shall have borne all of same up taxes allocable to such date the period prior to the Closing and Purchaser being charged shall bear all taxes allocable to the period after the Closing. 21.3.2 For Leased Sites, rent and credited for all of same on and after such date. If other payments due under the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Lease shall be based upon prorated as of the prior year’s assessments. Except Closing in the same manner as set forth in Section 14(b) hereinbelow, all such prorations will be final Sections 21.3.1 and not adjustable. No prorations 21.3.4. 21.3.3 Nonreimbursable utilities and operating expenses of the Sites shall be made in relation to rents not collected prorated as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect on the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings assumption that utility charges were uniformly incurred during the billing period in such attempt, and such collections, if any, which the Closing occurs. 21.3.4 Personal property taxes shall be accounted for between Purchaser and Seller prorated as of the Closing based on the Reconciliation Date (hereinafter defined). (b) On most recent tax statements. If such proration is not made on the first business day immediately basis of the current tax year, or if supplemental taxes are assessed after the Closing for the period prior to the day which is sixty (60) days Closing, the parties shall make any necessary adjustments after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, cash payment to the “Reconciliation Date”), Seller hereby agrees party entitled thereto so that Sellers shall have borne all taxes allocable to cause the period prior to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against bear all claims and liability for such taxestaxes allocable to the period after the Closing. 21.3.5 Prepaid expenses (dincluding royalty payments) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect attributable to the PropertyAssets and payments due under the Contracts shall be prorated based on a schedule approved by Purchaser and Sellers.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all All normal and customarily proratable items, including, without limitation, all ad valorem taxes rents, operating expenses and assessments assessed against the Propertyleasing commissions, prepaid rents and other expenses and fees payable under fees, and payments relating to any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of agreements affecting the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing which survive the Property, and any dues and assessments of home or condominium owners’ associationsClosing, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to such date the Closing Date (and credited for any amounts paid by Seller attributable to the period on or after Closing) and Purchaser being charged responsible for, and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Sellercharged, as the case may be, a payment in an amount which reflects (i) net adjustments for all of same attributable to any prorations made at Closing under Section 14.(a), above, as to (a) any the period on and all rents delinquent and unpaid on after the Closing Date and subsequently collected Date. All unapplied Deposits under Tenant Leases in the possession of Seller, if any, shall be transferred by Purchaser, and (b) any savings resulting from any tax abatements on Seller to Purchaser at the Closing. Any real estate ad valorem or similar taxes for the Property or any installment of assessments payable in installments which installment is payable in the year of Closing shall be prorated to the date of Closing, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, in the event that actual figures for the year of Closing resulting are not available at the Closing Date, the proration shall be made using figures from a challenge brought by either party hereto the preceding year. The proration shall be final and unadjustable except as provided in the costs or expenses incurred by following paragraph. In the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to event the contrary in this Section 14, if the Property property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based taxes upon a change the changes in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall hereby indemnifies and does hereby indemnify and save holds Seller harmless from and against any and all claims and liability liabilities for such taxes. (d) At . The provisions of this Section 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provision of this Section 8.4 cannot be prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations at the Closing are discovered subsequent to the Closing, Seller willthen such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, at which obligation shall survive the Closing for a period of one hundred twenty (120) days after the Closing Date as hereinafter provided. Neither party hereto shall have the right to require a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the aforestated one hundred twenty (120) day period one of the parties hereto (i) has obtained the previously unavailable information or has discovered the error or omission, and (ii) has given notice thereof to the other party together with a copy of its election good faith recomputation of the proration and copies of all substantiating information used in its sole discretion, either deliver such recomputation. The failure of a party to obtain any previously unavailable information or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within one hundred twenty (120) days after the PropertyClosing Date shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll income, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on deposits for services or advertising to be rendered arising from the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance conduct of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Business shall be prorated between Purchaser Buyer and Seller as of 12:01 a.m. (pacific standard time) on the date immediately after the Closing (the "Adjustment Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date"). If the assessments for any such proratable items for the year of Closing have not yet been made, then any such Such prorations shall be based upon the prior year’s assessmentsprinciple that Seller shall be entitled to all income earned and shall be responsible for all Liabilities incurred or accruing in connection with the Business to the Adjustment Date and Buyer shall be entitled to all such income earned and shall be responsible for all such Liabilities in connection with the Business from and after the Adjustment Date. Except as set forth All program Contracts shall be prorated in Section 14(baccordance with the rules of the Financial Accounting Standards Board. (b) hereinbelowSuch prorations shall include, without limitation, all expenses for goods or services received both before and after the Adjustment Date, prepaid cash time sales agreements, ad valorem, real estate and other property taxes, regulatory, business and license fees, music and other license fees, commissions, wages, payroll taxes, and other fringe benefits of employees of Seller who enter the employment of Buyer (including accrued vacation pay), power and utility expenses, commissions, rents and similar prepaid and deferred items deposits, reserves and all other expenses attributable to the Business. All special assessments and similar charges or liens imposed against the Real Property and Tangible Personal Property in respect of any period of time through the Adjustment Date, whether payable in installments or otherwise, shall be the responsibility of Seller, and amounts payable with respect to such special assessments, charges or liens in respect of any period of time after the Adjustment Date shall be the responsibility of Buyer, and such charges shall be adjusted as required hereunder. Schedule 1.4 contains a full and complete list ------------ of all known Liabilities to be prorated in accordance with the provisions of this Section 1.4. (c) To the extent that any of the foregoing prorations will and adjustments cannot be determined as of the Adjustment Date, Buyer and Seller shall conduct a final accounting and not adjustablemake any further payments, as required, within 60 days after the Closing. No The prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsaccordance with generally accepted accounting principles or, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or no such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies principles exist with respect to the Propertyproration of any item, the proration shall be made in accordance with industry practice.

Prorations. The provisions Purchaser and the Seller hereby agree as follows with regard to prorations applicable to the consummation of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, the transactions contemplated hereby. The parties agree that all normal and customarily proratable itemsoperational expenses incurred directly in the operation of the Business, including, without limitation, all ad valorem taxes and assessments assessed against utility bills, the Propertyexpense of supplies, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance expense of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyfuel, and any dues and assessments of home or condominium owners’ associationsthe like, shall be prorated between Purchaser the parties as of the Closing Date, and as of such date shall become the obligation and responsibility of the Purchaser. Prorations which are to be effected on the Closing Date shall be made on the Closing Date or, if such prorations cannot reasonably be made as of the Closing Date, as soon thereafter as possible and "as of" the Closing Date. In addition, all pre-paid expenses shall be prorated between the parties as of the Closing Date. The Purchaser, as of the Closing Date, shall pay such amounts as may be required to replace all deposits held with the suppliers of utilities to the Business, and to assist the Seller as may be reasonably required in obtaining a return of such deposits put in place by the Seller as of the Closing Date, Seller being charged . All personal property taxes and credited for all of same up special and general assessments relating to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations Assets shall be based upon prorated by the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected parties as of the Closing Date, but Purchaser shall make a commercially reasonable attempt and all such taxes applicable to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately periods of time prior to the day which is sixty (60) days after Closing Date shall be the Closing Datesole obligation, or such other date as may be agreed upon in writing by Seller responsibility and Purchaser (in any eventexpense of the Seller, the “Reconciliation Date”), Seller hereby agrees to cause to and shall be paid by the Seller. All such assessments and taxes applicable to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on periods following the Closing Date shall be the sole obligation, responsibility and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership expense of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesPurchaser. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 SELLER shall survive Closing be entitled to all income earned or accrued, and not shall be merged therein. (a) At Closingresponsible for all liabilities and obligations incurred or payable, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts S. E. USA BUSINESS through the close of business on the Closing Date. The BUYER shall be entitled to all income earned or otherwise, including, without limitation, all utilities servicing the Propertyaccrued, and any dues and assessments of home or condominium owners’ associations, shall be prorated responsible for all liabilities incurred or payable, in connection with the S.E. USA BUSINESS after the close of business on the Closing Date. All items of expense shall be apportioned between Purchaser the SELLER and Seller the BUYER as of the close of business on the Closing DateDate in accordance with generally accepted accounting principles ("GAAP"), Seller being charged unless otherwise specifically stated. Items to be apportioned include, but are not limited to, the following: A. General and credited for all of same up special real and personal property taxes and assessments imposed on real or personal property under any leases assigned to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have BUYER which are either not yet payable at the Closing Date or which have been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of prepaid at the Closing Date; and special district or other levies which are a lien but not due or which have been prepaid at the Closing Date; B. Any power charges, but Purchaser utility charges, telephone charges or other communication charges either due or paid at the Closing Date; C. Any prepaid rent or real estate or equipment or other prepaid expenses; D. Any business or license fee, sale or service charge, commission, special assessment, rental payment or personal tax or assessment associated with the ACQUISITION ASSETS; E. Any deposits, reserves and prepaid expenses; and F. All sales commissions. G. Any other items customarily prorated in transactions of this nature in the jurisdiction which governs the construction for this Agreement pursuant to Section 10.11, unless otherwise agree to by the parties. SELLER shall make determine all apportionment's pursuant to the provisions hereof and shall deliver a commercially reasonable attempt statement of them to collect BUYER together with the same supporting documentation and information (the "Proration Adjustment") at Closing. In the event that BUYER disputes any such apportionment's or otherwise disagrees with the Proration Adjustment, it will notify the SELLER in writing, specifying each dispute or disagreement, within ten (10) business days following Closing. The parties shall negotiate in good faith to resolve any disputes or disagreements for Seller's benefit after a period of thirty (30) days following Closing. In the event that the parties cannot come to a resolution during such thirty (30) days period, but either party shall not be required have the right to initiate legal proceedings in elect to submit such attempt, dispute to an accounting firm designated jointly by counsel to BUYER and such collectionsSELLER or, if anythey cannot agree on such an accounting firm, then to the American Arbitration Association to act as an arbitrator to resolve all points of disagreement with respect to the Proration Adjustment. All determinations made by the arbitrator shall be accounted for between Purchaser final, conclusive and Seller binding on the Reconciliation Date (hereinafter defined). (b) On SELLER and the first business day immediately prior BUYER with respect to the day which is sixty Proration Adjustment. The costs of the accountant and/or arbitration shall be shared equally between the parties. Within fifteen (6015) days after the Closing Datelater of (i) delivery of the Proration Adjustment to the SELLER or (ii) resolution of any dispute or disagreement with respect to the Proration Adjustment, the BUYER shall pay the SELLER, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to SELLER shall pay to Sellerthe BUYER, as the case may be, the net amount due as a payment in an amount which reflects result of the apportionment's, plus interest at the rate of eight percent (i8%) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on per annum from the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofDate. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not All matters involving prorations, credits or adjustments to be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred made in connection with the operation or maintenance Closing and not specifically provided for in another section of this Agreement shall be adjusted in accordance with this Section 4.2. Except as otherwise set forth herein, all items to be prorated pursuant to this Section 4.2 shall be prorated as of 11:59 P.M. on the day immediately preceding the Closing Date, with Seller and Purchaser to be treated as the owners of the Property under any Service Contracts pursuant to the terms of the JV Agreement (as hereinafter defined), for purposes of prorations of income and expenses, on and after the Closing Date. Notwithstanding the foregoing, in the event that the Purchase Price is not disbursed to or otherwiseas directed by Seller on or before 3:00 p.m. (eastern time) on the Closing Date, includingthen, without limitationfor purposes of this Section 4.2, the Closing shall be deemed to have occurred on the next business day and all adjustments shall be recomputed accordingly. Except as otherwise set forth herein, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, prorations shall be prorated between done in accordance with the customs with respect to title closings recommended by . All prorations and closing payments shall be made on the basis of a Proration Statement (as hereinafter defined) approved in writing by Purchaser and Seller as of hereinafter set forth. Not later than five (5) business days prior to the Closing Date, Seller being charged and credited for will deliver to Purchaser a proposed “Proration Statement” which shall contain per diem amounts of all of same up closing amounts to such date and Purchaser being charged and credited for all of same on and after such datebe prorated. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the Not later than three (3) business days prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make deliver to Seller a commercially reasonable attempt written statement of objection or agreement to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date Proration Statement. Not later than two (hereinafter defined). (b2) On the first business day immediately days prior to the day which is sixty (60) days after the Closing Date, or Purchaser and Seller shall meet for the purpose of agreeing to and finalizing the Proration Statement, each of Purchaser and Seller hereby agree to act reasonably and in good faith in such other date as may discussions and determinations. Any errors in apportionments pursuant to this Section 4.2 shall be agreed upon in writing corrected by appropriate re-adjustment between Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees subsequent to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on when the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs charge or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser error is determined. The following items shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.prorated:

Prorations. The provisions following items shall be prorated, adjusted, and apportioned between CSXT and DRPT as of this Section 14 shall survive Closing 12:01 a.m. on Sale Date 1, Sale Date 2 and not Sale Date 3, as applicable: 2.4.1 With regard to the portions of the Segments located in the Commonwealth of Virginia, the Parties acknowledge that, pursuant to § 58.1-3360 of the Code of Virginia (1950), as amended, CSXT should be merged therein. (a) At Closingrelieved from the payment of city, all normal county and customarily proratable items, including, without limitation, all town ad valorem taxes from and assessments after the Closing for the sale of each such Segment and therefore no proration of such taxes should be necessary; provided, however, that if, for all or any portion of the period beginning on Sale Date 1 and ending upon the conversion of the Passenger Easement into all of CSXT’s right, title and interest in Segment 1 by the recordation of Deeds of Confirmation (the “Passenger Easement Period”), any city, county or town in which the RF&P Corridor is located (each, an “Assessing Jurisdiction”) continues to assess CSXT for ad valorem taxes applicable to the portion of Segment 1 located in such Assessing Jurisdiction, DRPT shall pay to CSXT, within thirty (30) days after receipt from CSXT of a copy of each relevant tax statement issued by such Assessing Jurisdiction, a pro rata share of the ad valorem taxes assessed against the RF&P Corridor in such Assessing Jurisdiction. Such pro rata share of the ad valorem taxes to be paid by DRPT shall equal the sum of (i) as to taxes assessed on “operating land” (as such term is used by the Virginia Department of Taxation (“VDT”) in its annual statement of assessed value for railroads), the percentage of such taxes obtained by dividing the acreage of the operating land in Segment 1 in such Assessing Jurisdiction by the acreage of the operating land in the RF&P Corridor in such Assessing Jurisdiction, such acreage to be determined from the Enhanced Valuation Maps, (ii) as to taxes assessed on “roadway and track,” (as such term is used by VDT), the percentage of such taxes obtained by dividing the miles of roadway and track to be conveyed to DRPT, as described in Exhibit B-4 (Appurtenant Property), prepaid rents and located in the Assessing Jurisdiction by the miles of all roadway and track located in the RF&P Corridor in such Assessing Jurisdiction. The ad valorem taxes assessed for any “operating improvements,” “telephone, power and water lines,” “machinery, furniture & other expenses equipment” and fees payable under “materials and supplies” (as such terms are used by VDT) located in the RF&P Corridor shall be paid solely by CSXT. 2.4.2 With regard to the portion of Segment 1 located in the District of Columbia and the portion of Segment 2 located in the State of North Carolina, if the applicable law regarding the assessment of ad valorem taxes provides that such portions of such Segments are exempt from the payment of such taxes from and after the Closing for the sale of such Segments to DRPT, such taxes shall not be prorated and CSXT shall be solely responsible for payment of the same if such law requires the taxing authority to refund any Leases such taxes that were paid and are attributable to the period from the applicable Sale Date to the last day of the calendar year or other applicable tax period in which such Sale Date occurs. However, if (i) the applicable law in the District of Columbia or the State of North Carolina does not provide for such exemption or (ii) the applicable law in the District of Columbia or the State of North Carolina provides for such exemption but does not require the taxing authority to refund any such taxes that were paid and are attributable to the period from the applicable Sale Date to the last day of the calendar year or other applicable tax period in which such Sale Date occurs, then ad valorem taxes for the calendar year or other applicable tax period in which the applicable Sale Date occurs shall be prorated between the Parties based on the Propertyad valorem tax bill for the relevant Segment if then available for such year, prepaid and accrued but unpaid expenses incurred in connection with or if not, then on the operation or maintenance basis of the Property under ad valorem tax bill for the immediately preceding year (should such proration prove to be inaccurate on receipt of the ad valorem tax bill for the year of the applicable Sale Date, either CSXT or DRPT, as applicable, shall pay, promptly after written demand from the other Party made within one (1) year after the date of receipt of such tax bill, an amount necessary to correct such malapportionment). Notwithstanding the foregoing if, for all or any Service Contracts portion of the Passenger Easement Period, the District of Columbia continues to assess CSXT for ad valorem taxes applicable to the portion of Segment 1 located in the District of Columbia, DRPT shall pay to CSXT, within thirty (30) days after receipt from CSXT of a copy of each relevant tax statement issued by the District of Columbia, a pro rata share of the ad valorem taxes assessed against the RF&P Corridor in the District of Columbia, such pro rata share to be determined in a manner comparable to the manner in which the pro rata share of such taxes for the portion of the RF&P Corridor in the Commonwealth of Virginia is determined. Only ad valorem taxes assessed by the District of Columbia or otherwisethe State of North Carolina against roadway and track, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsoperating land, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such dateParties. If the District of Columbia or the State of North Carolina does not break out assessments for of railroad property according to such categories, CSXT and DRPT shall estimate the portion of ad valorem assessments attributable thereto. 2.4.3 Any and all other assessments and special assessments of any such proratable items type for the year relevant Segment to the extent applicable to a period that begins before the applicable Sale Date and ends on or after the Sale Date. 2.4.4 All other rental, income taxes, utilities, charges and assessments customarily prorated in commercial real estate transactions in the Richmond, Virginia area. 2.4.5 For the avoidance of Closing have not yet been madedoubt, then any such prorations shall be based upon on the prior year’s assessments. Except as set forth amounts that otherwise would be payable by CSXT in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as the absence of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)conveyance. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. (a) With respect to the Property, Seller shall be entitled to all income produced from the operation of the Property which is allocable to the period prior to Closing and shall be responsible for all expenses allocable to that period; and Buyer shall be entitled to all income and responsible for all expenses allocable to the period beginning at 12:01 A.M. on the day Closing occurs. At the Closing, all items of income and expense with respect to the Property listed below shall be prorated in accordance with the foregoing principles and the rules for the specific items set forth hereafter: (i) Seller shall arrange for a billing under all those Service Contracts for which fees are based on usage and with utility companies for a billing for utilities, to include all utilities or service used up to the day Closing occurs, and Seller shall pay the resultant bills. In the event any of the Service Contracts set forth in Schedule 3 extend over periods beyond the Closing the same shall be prorated on a per diem basis. Notwithstanding the foregoing, Seller shall receive the benefit of any future credits or refunds from any utility company in connection with the installation of such utility services. (ii) Real estate taxes and assessments on the Property shall be prorated based upon the period (i.e., calendar or other tax fiscal year) to which same are attributable, regardless of whether or not any such taxes are then due and payable or are a lien. Seller shall pay at or prior to Closing (or Buyer shall receive credit for) any unpaid taxes attributable to periods prior to the date of Closing (whether or not then due and payable or a lien as aforesaid); provided, that with respect to any assessments which can be paid in installments, Seller shall only be required to pay installments which are payable on or before the Closing Date. Seller shall receive credit for any previously paid or prepaid taxes attributable to periods from and after the date of Closing. In the event that as of the date Closing occurs the actual tax bills for the tax year or years in question are not available and the amount of tax to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, with known changes, shall be used; and after the Closing occurs and when the actual amount of taxes of the year or years in question shall be determinable, such taxes will be re-prorated between the parties to reflect the actual amount to such taxes. (iii) Gas, water, electricity, heat, fuel, sewer and other utilities charges the governmental licenses, permits and inspection fees relating to the Property, shall be prorated on a per diem basis. (b) The Title Company shall determine the aforesaid prorations and deliver such prorations to Seller and Buyer on or before the date that is three (3) business days before the Closing Date; provided that (i) if any of the aforesaid prorations cannot be calculated accurately as of the date that is three (3) business days prior to the Closing Date or, (ii) if any of the aforesaid prorations were calculated inaccurately, then the same shall be recalculated by the parties as soon as reasonably practicable after the Closing Date 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, pursuant to the terms of this Section 8.4. (c) Seller shall deliver to Buyer the Survey referenced in Section 2.1(a) and the As-Built Survey referenced in Section 4.3. Seller shall pay all costs for such surveys and shall pay the cost of any title examination charges exceeding Two Thousand Dollars ($2,000). Buyer shall pay for the cost of any title examination charges up to Two Thousand Dollars ($2,000) and the cost of any endorsements to the Title Policy and any local transfer taxes applicable to the sale, and Seller shall pay the premium for the Title Policy and any state and county transfer taxes applicable to the sale. Seller and Buyer shall each pay fifty percent (50%) of any escrow fees and expenses. Seller and Buyer shall pay their respective attorneys’ fees. Any recording charges or other closing costs applicable to the sale shall be prorated between Buyer and Seller in accordance with customary practice for ▇▇▇▇▇▇▇ County, Georgia. (d) The provisions of this Section 14 8.4 shall survive Closing and not be merged thereinthe Closing. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of Notwithstanding anything to the contrary contained in this Section 14 Option Agreement, Owner shall survive Closing and not be merged therein. (a) At pay in full on or before Closing, all normal and customarily proratable itemspersonal property taxes, including, without limitation, all ad valorem general real estate taxes and installments of special assessments assessed against related to the PropertySection 33 Property and the Section 27 Property that become delinquent prior to the year of Closing. All personal property taxes, prepaid rents general real estate taxes, and other expenses and fees payable under special assessments (including any Leases on the Property, prepaid and accrued but unpaid expenses incurred installments of special assessments) in connection with the operation or maintenance respect of the Section 33 Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for that become delinquent in the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except treated as set forth in Section 14(b) hereinbelow, all such prorations will be final current and not adjustable. No prorations shall be made in relation to rents not collected prorated as of the date of the Closing; provided, however, if B▇▇▇▇▇▇ has elected to reserve the Life Estate, then B▇▇▇▇▇▇ shall be responsible for the full amount of personal property taxes, general real estate taxes and special assessments (including any installments of special assessments) levied or assessed against the Life Estate Surface Area, including the Residence and the improvements located thereon that become delinquent in the year of the Closing Dateand that thereafter become delinquent at any time during the term of the Life Estate. All personal property taxes, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptgeneral real estate taxes, and such collections, if any, shall be accounted for between Purchaser and Seller on special assessments (including any installments of special assessments) in respect of the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon Section 27 Property that become delinquent in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought shall be paid by either party hereto Owner and the costs or expenses incurred by the challenging party in that regardshall not be prorated. Owner shall be responsible for and shall timely pay all personal property taxes, general real estate taxes, and special assessments (iiincluding any installments or special assessments) any costs that are levied or assessed in respect of the Section 27 Property in or after the year of the Closing; provided that Optionee shall be responsible for and expenses incurred by Purchaser under shall timely pay all real estate taxes that are levied or assessed in respect of the Section 32.(b)(ii) hereof. (c) 27 Mineral Interests in or after the year of the Closing. Notwithstanding anything else to the contrary contained in this Section 1414(vi), if nothing in this Section 13(vi) shall be construed to supersede any provision in this Option Agreement or the Property has been assessed for property tax purposes at such rates as would result Deed relating to Beverly’s payment of taxes, assessments or other obligations in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership respect of the PropertyLife Estate, Purchaser hereby agrees should she elect to pay all such taxes and Purchaser reserve the same. All utility charges for periods prior to Closing shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held be paid by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect Owner unless related to the Propertyactivities of Optionee in respect of this Option Agreement, all of which shall be paid by Optionee.

Prorations. The provisions following shall be prorated as of this Section 14 shall survive 11:59 p.m. Eastern time on the day immediately preceding the Closing Date and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed adjusted against the Property, prepaid Purchase Price due at Closing: (i) rents and any other expenses amounts accrued under the GSA-IRS Lease and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of allocable to the Property under any Service Contracts or otherwisethe GSA-IRS Rent Allocation Agreement; (ii) personal property Taxes, includinginstallment payments of special assessment liens, without limitationsewer charges, all utilities servicing the Property, water and any dues and assessments of home or condominium owners’ associations, other utility charges (utility charges shall be prorated between Purchaser based on the last reading of meters prior to Closing, which reading shall be requested by Seller no more than thirty (30) days prior to the Closing Date, if possible) and Seller Property Expenses accrued as of the Closing Date, Seller being charged subject to Section 4.2(b) hereof; and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If (iii) amounts owed by the assessments for Property Owner Subsidiary under any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected Contracts as of the Closing Date, but Purchaser Date (other than management fees under the existing property management agreement). All other items ordinarily and customarily prorated between buyers and seller in transactions similar to the Transactions shall make a commercially reasonable attempt to collect be prorated in accordance with the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings manner in which such items are customarily apportioned in the City of Philadelphia in such attempttransactions. Notwithstanding anything to the contrary contained herein, all apportionments and such collections, if any, prorations made hereunder shall be accounted for between Purchaser and Seller based on the Reconciliation Date (hereinafter defined). (b) On number of days of ownership of the first business day immediately prior Property in the period applicable to the day which is sixty apportionment, with Purchaser entitled to rents and other income (60and responsible for expenses accruing) days from and after the Closing Date. Prorations of annual payments will be made based on the number of days of ownership in the applicable annual period. If any of the foregoing items to be adjusted and/or distributed are not available at Closing, then the adjustment shall be made subsequent to Closing when the charge is determined. Any monies collected by Purchaser or such Seller after Closing which are the property of the other date as may party pursuant to this Section (but taking account of any credits given to either Party at Closing) shall be agreed upon held in writing trust by the Party receiving same and be paid over to the other Party within two (2) Business Days. Such monies shall be paid over and applied in the following priority: (A) first, on account of rents due to Seller and Purchaser (and pro-rated between them as of the date of Closing Date) for the month in which Closing occurs; (B) then, on account of rents due to Seller for any eventmonth prior to the month of Closing less the reasonable costs of collection; provided, however, that Purchaser shall not be obligated to take any steps to recover any rent arrearages (other than billing tenants in the “Reconciliation Date”ordinary course), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, ; and (bC) any savings resulting from any tax abatements then, on the Property account of rents due to Purchaser for the year periods on and after Closing. The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxessurvive Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingSubject to the Letter Agreement, all normal the items described below with respect to each Property shall be apportioned between Seller and customarily proratable itemsPurchaser and shall be prorated on a per diem basis as of 11:59 p.m. of the day before the Closing Date: (i) annual rents, other fixed charges (including prepaid rents), unfixed charges and additional rents (including, without limitation, all ad valorem taxes on account of taxes, ▇▇▇▇▇▇’▇ wage, electricity and assessments assessed against percentage rent), in each case paid under the PropertyLeases (it being agreed that any such amounts not paid prior to the Closing Date shall not be apportioned but shall be dealt with in accordance with the provisions of Section 2.6); (ii) amounts payable under the Contracts to be assigned to Purchaser; (iii) real estate taxes, prepaid rents vault taxes, water charges and sewer rents, if any, on the basis of the fiscal year for which assessed, to the extent not paid or payable directly to such applicable government authority or utility by any Tenant under its Lease; (iv) fuel, electric and other expenses utility costs, to the extent not paid or payable directly to such applicable government authority or utility by any Tenant under its Lease; (v) payments of interest on any Loan Asset actually made for the month in which the Closing occurs as well as payments of accrued and fees unpaid interest and other sums and charges due and payable under any Leases on the PropertyLoan Assets in respect to periods prior to Closing for which the Applicable Party shall receive a credit at Closing. Reserve accounts and prepaid interest for periods subsequent to the Closing actually paid, prepaid and accrued but unpaid expenses incurred if any, in connection with each Loan Asset sold shall be assigned by the operation Applicable Party to Purchaser at Closing without representation, warranty or maintenance recourse; (vi) assessments, if any, to the extent not paid or payable directly by any Tenant under its Lease, provided, however, that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements shall be paid by Seller or the Applicable Party if due and payable prior to the Closing and by Purchaser if due and payable subsequent to the Closing; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located; and (x) Rent abatements, free rent and rent concessions, if any, payable under or in respect of any Service Contracts and all Leases entered into at any time prior to the Closing shall be and are hereby expressly assumed by, Purchaser. All leasing brokerage commissions (or otherwiseunpaid installments thereof) due and payable under or in respect of any renewal, includingextension or expansion option provided for in any Lease shall be allocated to, without limitationand are hereby expressly assumed by, Purchaser. After Closing the parties agree to reconcile the amounts of all leasing brokerage commissions, all utilities servicing tenant improvement allowances, all tenant improvement work, all development costs and all capital improvements undertaken with the Property, respect to the Assets after the date hereof and agree to reapportion any dues and assessments of home amounts owed between the parties pursuant to this Section or condominium owners’ associations, shall be prorated between Purchaser and Seller as of pursuant to the Closing DateLetter Agreement. If any amounts are payable hereunder or under the Letter Agreement after Closing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of agree that the party that owes such amount shall remit the same on and promptly after such datea final determination has been made. If the assessments parties can not agree on a final determination the parties agree that the dispute shall be submitted to an Expedited Arbitration Proceeding. (xi) Purchaser shall receive a credit at Closing equal to the amount of principal, if any, repaid in reduction of the outstanding principal balance of any Loan Asset between the date hereof and Closing. [LI and RSVP only] (xii) Purchaser shall receive a credit at Closing equal to the outstanding principal balance of any Existing Debt encumbering the Assets actually purchased by Purchaser or a designee, but not for any such proratable items capitalized interest, default interest, sums and other charges due and owing. Accrued and unpaid interest on the Existing Debt in respect of the month of Closing shall be apportioned and prorated on a per diem basis as required pursuant to clause (a) above. The Applicable Parties shall receive a credit for the amount in any reserves under such Existing Debt and Purchaser shall have all right title and interest to such reserves. (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the tax year in which the Closing Date occurs, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Seller and Purchaser shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing have Date occurs. (c) If there is a water or other utility meter(s) on a Property, Seller shall or shall cause the Applicable Party to furnish a reading to a date not yet been mademore than thirty (30) days prior to the Closing Date and the unfixed meter charge and the unfixed sewer rent, then any if any, based thereon for the intervening time shall be apportioned on the basis of such prorations last reading. If Seller or the Applicable Party cannot readily obtain such a current reading, the apportionment shall be based upon the prior year’s assessments. Except as set forth in Section 14(bmost recent reading. (d) hereinbelowAt the Closing, all such prorations will be final and not adjustable. No prorations shall be if Purchaser elects to take an assignment of any utility deposit made in relation to rents not collected as of by Seller or the Closing DateApplicable Party with any utility company, but then Purchaser shall make a commercially reasonable attempt reimburse Seller for such utility deposit and Seller shall or shall cause the Applicable Party to collect the same for Seller's benefit after Closing, but shall not execute such documents as may be required to initiate legal proceedings assign its rights in such attempt, deposits to Purchaser and provide such collectionsutility companies with notice of such assignment, if any, necessary (in each case in form and substance reasonably satisfactory to Purchaser). Any utility deposits not so assigned to Purchaser shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)refunded to Seller. (be) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser shall prepare an agreement (in any event, the “Reconciliation DateProration Agreement”), ) setting forth on a Property-by-Property basis in reasonable detail the prorations described in this Section 2.5 and stating the net amount owed to Seller hereby agrees to cause to be paid to or Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment on account thereof. Seller and Purchaser shall execute and deliver the Proration Agreement as provided in an amount Section 2.4. (f) If any of the items described above cannot be apportioned at the Closing because of the unavailability of the amounts which reflects (i) net adjustments are to any prorations made be apportioned or otherwise, or are incorrectly apportioned at Closing under Section 14.(a)the Closing, aboveor subsequent thereto, such items shall be apportioned or reapportioned, as to (a) any and all rents delinquent and unpaid on the case may be, as soon as practicable after the Closing Date and subsequently collected by Purchaseror the date such error is discovered, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofas applicable. (cg) Notwithstanding anything else With respect to Sold Equity Interests, the contrary parties shall make the adjustments in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies 2.5 only with respect to the PropertyApplicable Party’s percentage ownership interest in the applicable subsidiary. (h) The provisions of this Section 2.5 shall survive the Closing.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against Except to the Property, prepaid rents and other expenses and fees payable under any Leases on extent otherwise specifically provided for in the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance calculation of Actual Net Working Capital as of the Closing Date in accordance with Section 3.3, (i) all payments under or pursuant to any Purchased Contract, (ii) all items of income and expense with respect to the Leased Real Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing included in the PropertyPurchased Assets, and any dues (iii) all real and assessments of home personal property Taxes related to the Purchased Assets, whether or condominium owners’ associationsnot payable after the Closing Date, shall be prorated between the Sellers, on the one hand, and the Purchaser, on the other hand, on the basis of a 365-day year, or for Purchased Contracts payable on a monthly basis on the basis of a 30-day month, and the number of days elapsed and days remaining in the applicable period through the end of the Closing Date. (b) With respect to the real and personal property Taxes, such proration shall be based on the most recent assessments of the real property and the personal property located thereon for the Tax period(s) prior to the Closing Date and the then applicable Tax rates. (c) With respect to any products sold (or services rendered) pursuant to any Purchased Contract, the Sellers and the Purchaser shall use commercially reasonable efforts to arrange for vendors to ▇▇▇▇ the Sellers directly, through and Seller including the Closing Date, and the Purchaser directly after the Closing Date. To the extent that vendors ▇▇▇▇ the Sellers after the Closing Date for any such products or services provided after the Closing Date, the Sellers shall forward such bills to the Purchaser, and Purchaser shall pay such bills when due. To the extent that vendors ▇▇▇▇ the Purchaser after the Closing Date for any such products or services provided by such vendor on or before the Closing Date, the Purchaser shall forward such bills to the Sellers, and the Sellers shall pay such bills when due to the extent such bills are not otherwise included in the calculation of the Actual Net Working Capital as of the Closing Date. (d) A final determination of all amounts prorated pursuant to this Section 3.5 shall occur at the time the Purchaser prepares and delivers to the Parent the Closing Statement in accordance with Section 3.3(b), Seller being charged and credited for all of same up any payment required by the Sellers or the Purchaser pursuant to such date and Purchaser being charged and credited for all of same on and after such date. If determination (the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations “True-up Payment”) shall be based upon the prior year’s assessments. Except as set forth reflected in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionsStatement. The True-up Payment, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging relevant party in that regard, and (ii) any costs and expenses incurred by Purchaser under accordance with Section 32.(b)(ii) hereof3.3. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions (a) Except as otherwise hereinafter provided, at and as of Closing, Purchaser and Seller shall prorate in cash (i) real property taxes and assessments for the Club on the basis of the current fiscal year if and to the extent that Seller shall be liable for real property taxes and assessments under the Real Property Leases, (ii) rents under the Real Property Leases, (iii) rents under the Personal Property Leases, (iv) utility and sewer charges, (v) payments under the Assumed Contracts, (vi) operating expenses (including, without limitation, any relating to the summer camp and tennis tournament operations of Seller), (vii) payments relating to Town Center and (viii) other items customarily prorated in transactions of this Section 14 sort. Seller shall survive maintain in place all deposits under the Real Property Leases and all utilities and other deposits for the benefit of the Purchaser. Seller shall deliver to Purchaser at Closing any deposits under any Subleases that are to be Assumed Contracts. Purchaser shall not reimburse Seller, including without limitation by way of a credit to Seller, for any such deposits under any Subleases that are to be Assumed Contracts so delivered by Seller to Purchaser. Purchaser shall reimburse Seller for all other such deposits, including without limitation by way of a credit to Seller, with an offsetting debit to Purchaser, in the calculation of the closing prorations. Purchaser shall not, however, be required to pay, or otherwise to bear the cost of, its share of any item to be prorated under both this Agreement and the Real Property Purchase Agreement more than once, i.e., Purchaser shall only be required to pay, or otherwise to bear the cost, of its share of any such item under one of the two agreements but not be merged thereinunder both agreements. (ab) No pro ration shall be made for insurance premiums on insurance policies of Seller (none of which Purchaser elects to accept and none of which Seller elects to assign), for management fees or for employee salaries, vacations, benefits, bonuses, payroll taxes or other employee costs. Seller shall terminate, or cause to be terminated, as of Closing all employees and independent contractors working at the Club and shall pay, or cause to be paid, all employee salaries, vacations, benefits, bonuses, payroll taxes and other employee and independent contractor costs as of and including the Closing Date. Subject to the willingness of such employees and independent contractors to be interviewed and, if asked by Purchaser, to be rehired, Purchaser shall be permitted to interview and, at its election, rehire, from and after Closing, any or all of such terminated employees and independent contractors and shall provide all such rehired employees (but not any rehired independent contractors) with health care insurance and benefits and worker's compensation insurance generally consistent with that generally provided by Purchaser to its employees. (c) At Closingand as of the Closing Date, Purchaser and the Seller shall proportionately allocate all normal and customarily proratable itemsprepaid items of income, including, without limitation, all ad valorem taxes and assessments assessed against the Propertymonthly dues, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred dues paid more than one month in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyadvance, and any prepayments relating to the summer camp and tennis tournament operations of Seller. Notwithstanding anything contained herein to the contrary, there shall be no proportionate allocation of initiation fees paid and collected in the Ordinary Course of Business. Membership dues and assessments of home prepayments collected by Purchaser or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as applicable, during the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on first 30 days following the Closing Date and subsequently collected by Purchaser, and shall be applied (bA) first to any savings resulting from any tax abatements on the Property prorated amounts due Seller for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party month in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.which the

Prorations. The provisions of To the extent not otherwise addressed in this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAgreement, all normal sales taxes, personal and customarily proratable items, including, without limitation, all ad valorem real property taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred which are past due or have become due in connection with the operation or maintenance of the Property under Group Companies on or before the Closing Date will be paid by Seller at the Closing, together with any Service Contracts penalty or otherwise, including, without limitation, all utilities servicing the Property, and any dues interest thereon unless such taxes and assessments are being contested in good faith through appropriate proceedings which shall have been noticed to the Buyer 10 days prior to Closing, or, if such taxes or assessments become subject to dispute within 10 days of home or condominium owners’ associationsClosing, shall as soon as reasonably practicable prior to Closing. Current personal and real property taxes, including those owed by the Group Companies in connection with the Related Party Leases and Third Party Leases and assessments, will be prorated and allocated between Purchaser Buyer and Seller as of November 19, 2025 on a due date basis unless such taxes and assessments are being contested in good faith through appropriate proceedings which shall have been noticed to the Buyer 10 days prior to Closing, or, if such taxes or assessments become subject to dispute within 10 days of Closing, as soon as reasonably practicable prior to Closing. If current tax bills are unavailable at the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations tax bills will be final used for proration purposes and not adjustable. No prorations shall taxes and assessments will be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for re-prorated between Purchaser Buyer and Seller when the current year’s tax bills are received. Any amounts owed by Seller or the Group Companies, on the Reconciliation Date (hereinafter defined). (b) On one hand, or Buyer, on the first business day immediately prior other hand, with respect to such re-proration will be paid to the day which is sixty (60) other party or parties, as applicable, within 10 days after the Closing Date, or determination of such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any re-proration. Any and all rents delinquent stamp, transfer, sales and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party excise Taxes due in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing connection with the amount of any transactions contemplated hereby shall be shared equally between Buyer and all deposits held on behalf of Seller by utility companies with respect to the PropertySeller.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all All normal and customarily proratable items, including, without limitation, all ad valorem taxes prepaid rents, operating expenses and assessments assessed against the Propertyleasing commissions, prepaid rents and other expenses and fees payable under any Leases on the Propertyfees, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under payments relating to any Service Contracts or otherwise, including, without limitation, all utilities servicing other agreements affecting the Property, and any dues and assessments of home or condominium owners’ associationsProperty which survive the Closing, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same attributable to the period up to such date and Purchaser being charged the Closing Date (and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and amounts paid by Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior attributable to the day which is sixty (60) days period on or after the Closing Date, or such other date as may be agreed upon in writing by Seller ) and Purchaser (in any eventbeing responsible for, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, and credited or Purchaser hereby agrees to pay to Sellercharged, as the case may be, a payment in an amount which reflects (i) net adjustments for all of same attributable to any prorations made at Closing under Section 14.(a), above, as to (a) any the period on and all rents delinquent and unpaid on after the Closing Date Date; provided, that pass-on or pass-through charges which are payable under the Tenant Leases but are unpaid as of the Closing shall be assigned to Purchaser without any representation, warranty or recourse whatsoever. All unapplied Deposits under Tenant Leases, if any, shall be transferred by Seller to Purchaser at the Closing. Any real estate ad valorem, personal property taxes or similar taxes for the Property, or any installment of assessments payable in installments which installment is payable in the year of Closing, shall be prorated to the Closing Date, based upon actual days involved. In connection with the proration of real property taxes or installments of assessments, such proration shall be based upon the assessed valuation and subsequently collected by Purchasertax rate figures for the year in which the Closing occurs to the extent the same are available; provide , and that in the event that actual figures (b) any savings resulting from any tax abatements on whether for the assessed value of the Property or for the tax rate) for the year of Closing resulting are not available at the Closing Date, the proration shall be made using figures from the preceding year for the figures which are unavailable for the year of Closing. The proration shall be final and unadjustable except as provided in the following paragraph. - The provisions of this Section 8.4 shall survive the Closing. If any of the items subject to proration under the foregoing provisions of this Section 8.4 cannot be prorated at the Closing because of the unavailability of the information necessary to compute such proration, or if any errors or omissions in computing prorations at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a challenge brought by either period (the "Proration Period") from the Closing Date until one hundred twenty (120) days after the Closing Date; provided, that with respect to ad valorem real and personal property taxes, the Proration Period shall be from the Closing Date until the earlier of (i) thirty (30) days after delivery of the respective tax bill, or (ii) December 31, 1998. Neither party hereto and shall ha▇▇ ▇he right to require a recomputation of a Closing proration or a correction of an error or omission in a Closing proration unless within the costs Proration Period one of the parties hereto (i) has obtained the previously unavailable information or expenses incurred by has discovered the challenging party in that regarderror or omission, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else has given notice thereof to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon other party together with a change in land usage or ownership copy of its good faith recomputation of the Property, Purchaser hereby agrees proration and copies of all substantiating information used in such recomputation. The failure of a party to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver obtain any previously unavailable information or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies discover an error or omission with respect to an item subject to proration hereunder and to give notice thereof as provided above within the PropertyProration Period shall be deemed a waiver of its right to cause a recomputation or a correction of an error or omission with respect to such item after the Closing Date.

Prorations. The provisions Except as elsewhere set forth herein, all items of this Section 14 income ---------- and expense arising from the operation of the Stores and ownership of the Purchased Assets on or before the Closing Date shall survive be for the account of Seller and thereafter shall be for the account of Purchaser, with such items being prorated accordingly. Proration of the items described below between Seller and Purchaser, as well as any and all other items as may be typically prorated between the parties, shall be effective as of 12:01 a.m., local time, on the day immediately following the Closing Date and not shall occur as follows with respect to those rights, liabilities and obligations of Seller transferred to and assumed by Purchaser hereunder: (i) Liability for state and local real estate and personal property taxes and any water and sewer use charges assessed on the Purchased Assets payable with respect to the year 2001 shall be merged thereinprorated as between Seller and Purchaser on the basis of the number of days of the tax year elapsed to and including such date. (aii) At Closing, all normal and customarily proratable Prepaid items, includingdeposits, without limitationcredits, all ad valorem taxes payables and assessments assessed against accruals such as utilities, other service charges, rental and other payments or advances under any Assumed Contracts (but specifically excluding the Property, prepaid rents and other expenses and fees payable items covered under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, subsection (iii) below) shall be prorated between Seller and Purchaser on the basis of the period of time to which such liabilities, prepaid items and accruals apply. (iii) All rent received by Seller or Purchaser after Closing with respect to the ▇▇▇▇ Leases shall be applied first to current rentals and then to delinquent rentals, if any, in the order of their maturity. In the event that there shall be any rents or other charges under any of the ▇▇▇▇ Leases that, 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 (such as year-end common area expenses), then any rent or charges of such type shall, to the extent applicable to a period prior to or extending through the Closing, be prorated between Seller and Purchaser as of the Closing Date, Date upon collection by either Seller being charged or Purchaser and credited for all paid to the party owed pursuant to the last grammatical paragraph of same up to such date and this Section 1.5. (iv) Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items shall be responsible for the year payment of Closing have not yet been made(i) all "Tenant Inducement Costs" (as hereinafter defined) and those leasing commissions, then any such prorations shall be based upon the prior year’s assessments. Except which leasing commissions are described on Schedule 1.5(iv), as potentially modified as set forth in Section 14(bbelow, whether (A) hereinbelowa result of any renewals or expansions of existing ▇▇▇▇ Leases approved by Purchaser between the date hereof and the date of Closing or (B) under any new ▇▇▇▇ Leases, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between approved by Purchaser and Seller on entered into between the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto hereof and the costs or expenses incurred by the challenging party in that regarddate of Closing, and (ii) any costs all Tenant Inducement Costs and expenses incurred leasing commissions entered into by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes that become due and Purchaser shall and does hereby indemnify and save Seller harmless payable from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering after the Property. Seller will have no responsibility for security deposits not held by Seller at date of Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.Any Tenant Inducement Costs due and

Prorations. The provisions of this Section 14 shall survive Closing and not All matters involving prorations, credits or adjustments to be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred made in connection with the operation or maintenance Closing and not specifically provided for in another Section of the Property under any Service Contracts or otherwise, including, without limitationthis Agreement shall be adjusted in accordance with this Section 3.2. Except as otherwise set forth herein, all utilities servicing items to be prorated pursuant to this Section 3.2 shall be prorated as of 11:59 P.M. on the day immediately preceding the Closing Date, with Purchaser to be treated as the owner of the Property, for purposes of prorations of income and any dues expenses, on and assessments of home after the Closing Date. Notwithstanding the foregoing, in the event that the Purchase Price is not disbursed to or condominium owners’ associationsas directed by Seller on or before 4:00 p.m. (E.S.T.) on the Closing Date, then the Closing shall be prorated between deemed to have occurred on the next Business Day and all adjustments shall be recomputed accordingly. Except as otherwise set forth herein, all prorations shall be done in accordance with the customs with respect to title closings recommended by The Real Estate Board of New York, Inc. All prorations shall be made on the basis of the Proration Statement (as hereinafter defined) approved in writing by Purchaser and Seller as hereinafter set forth. If, subsequent to the Closing, Unit Seller receives checks for rental, license fees, master service fees and other amounts from any Tenants made payable to Unit Seller, Unit Seller shall endorse such checks to the payment of Purchaser and promptly deliver the same to Purchaser if any portion of such check relates to a payment Purchaser is entitled to receive under this Agreement, and may otherwise retain the same. In the event that subsequent to the Closing, Purchaser receives checks, instruments or other items payable to Seller with respect to the Property, Seller hereby authorizes Purchaser to endorse Seller’s name (in order to deposit same) without recourse in favor of Purchaser, to the extent such amount is payable solely to Purchaser in accordance with this Agreement, who shall promptly apply the proceeds thereof in accordance with this Agreement. Not later than five (5) Business Days prior to the Closing Date, Seller being charged and credited for will deliver to Purchaser a proposed “Proration Statement” which shall contain per diem amounts of all of same up closing amounts to such date and Purchaser being charged and credited for all of same on and after such datebe prorated. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the Not later than two (2) Business Days prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make deliver to Seller a commercially reasonable attempt written statement of objection or agreement or proposed modifications to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date Proration Statement. Not later than one (hereinafter defined). (b1) On the first business day immediately Business Day prior to the day which is sixty (60) days after the Closing Date, Purchaser and Seller shall meet (telephonically or such other date as may be agreed upon in writing by Seller in-person) for the purpose of agreeing to and finalizing the Proration Statement. Each of Purchaser (in any event, the “Reconciliation Date”), and Seller hereby agrees agree to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election act reasonably and in its sole discretion, either deliver or credit to Purchaser any good faith in such discussions and all tenant security deposits then actually held by Seller under Leases covering the Propertydeterminations. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will The following items shall be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.prorated:

Prorations. The Contributor Parties shall be responsible for (or entitled to receive, as the case may be) all Taxes, prepaid items and other similar items (“Pro-Rated Items”) attributable to ▇▇▇▇▇▇▇▇ South (for the avoidance of doubt, excluding insurance premiums) or the ▇▇▇▇▇▇▇▇ Entities for periods prior to the Effective Time, and the Partnership Acquiring Entities shall be responsible for (or entitled to receive, as the case may be) all Pro-Rated Items for periods after the Effective Time. Pro-Rated Items for periods beginning before and ending after the Effective Time shall be allocated between the Partnership Acquiring Entities, on the one hand, and the Contributor Parties, on the other hand, in accordance with the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against 2.8. The portion of each Pro-Rated Item allocated pursuant to this Section 2.8 to the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance portion of the Property under applicable period ending at or prior to the Effective Time shall (i) in the case of any Service Contracts franchise taxes, sales or otherwiseuse taxes, includingvalue-added taxes, without limitationemployment taxes, all utilities servicing the Propertywithholding taxes, and any dues tax based on or measured by income or receipts, be determined on a closing of the books basis, and assessments (ii) in the case of home or condominium owners’ associationsany other Pro-Rated Item, be determined on the basis of the proportional number of days in the relevant determination period for all days through but not including the Closing Date. The prorations shall be paid at Closing by the Partnership Acquiring Entities to the Contributor Parties (if the prorations result in a net credit to the Contributor Parties) or by the Contributor Parties to the Partnership Acquiring Entities (if the prorations result in a net credit to Partnership Acquiring Entities) by increasing or reducing the funds to be delivered by the Partnership Acquiring Entities in payment of the Cash Consideration at Closing. If the actual amounts of any items to be prorated between Purchaser and Seller are not known as of the Closing Date, Seller being charged and credited for all then such proration will be made at Closing on the basis of same up to such date and Purchaser being charged and credited for all of same on and the best evidence then available; as soon as practicable after such date. If the assessments for any such proratable items for the year of Closing have not yet been madeactual amounts are available, then any such prorations shall be based upon the prior year’s assessments. Except as set forth but in Section 14(b) hereinbelowno event later than 90 days thereafter, all such re-prorations will be made on the basis of the actual amounts and a final and not adjustable. No prorations shall cash settlement will be made in relation to rents not collected as between the Contributor Parties, on the one hand, and the Partnership Acquiring Entities, on the other hand (which obligation will survive the transfer and conveyance of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined▇▇▇▇▇▇▇▇ Interests). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe items described below with respect to each Property shall be apportioned between Seller and Purchaser and shall be prorated on a per diem basis as of 11:59 p.m. of the day before the Closing Date: (i) annual rents, all normal other fixed charges (including prepaid rents), unfixed charges and customarily proratable items, additional rents (including, without limitation, all ad valorem taxes on account of taxes, ▇▇▇▇▇▇’▇ wage, electricity and assessments assessed against percentage rent), in each case paid under the PropertyLeases (it being agreed that any such amounts not paid prior to the Closing Date shall not be apportioned but shall be dealt with in accordance with the provisions of Section 2.6); (ii) amounts payable under the Contracts to be assigned to Purchaser; (iii) real estate taxes, prepaid rents vault taxes, water charges and sewer rents, if any, on the basis of the fiscal year for which assessed; (iv) fuel, electric and other expenses utility costs; (v) payments of interest on any Loan Asset actually made for the month in which the Closing occurs as well as payments of accrued and fees unpaid interest and other sums and charges due and payable under the Loan Assets for which the Applicable Party shall receive a credit at Closing; (vi) assessments, if any, provided that any remaining installments with respect to any assessment or improvement lien for water, sewer or other utilities or public improvements paid by Seller or the Applicable Party if due and payable prior to the Closing and by Purchaser if due and payable subsequent to the Closing; (vii) dues to owner and marketing organizations; (viii) amounts payable under reciprocal operating agreements, easements and similar instruments; (ix) other items customarily apportioned in sales or transfers of real property in the jurisdiction in which the applicable Property is located; and (x) Rent abatements, free rent, rent concessions, tenant improvement allowances, tenant improvement work and leasing brokerage commissions, if any, payable under or in respect of any and all Leases on entered into at any time prior to the PropertyClosing shall be allocated to, prepaid and accrued but are hereby expressly assumed by, Purchaser. All leasing brokerage commissions (or unpaid expenses incurred installments thereof) due and payable under or in connection respect of any renewal, extension or expansion option provided for in any Lease shall be allocated to, and are hereby expressly assumed by, Purchaser. Purchaser shall pay to Seller at Closing the excess of (A) the aggregate cost of all capital improvements, all tenant improvement work, all tenant improvement allowances and all leasing brokerage commissions undertaken with respect to the Assets after the date hereof over (B) [$ .] After Closing the parties agree to reconcile the amounts of all leasing brokerage commissions, all tenant improvement allowances, all tenant improvement work, all development assets and all capital improvements undertaken with the operation or maintenance respect to the Assets after the date hereof and agree to reapportion any amounts owed between the parties pursuant to this section. If any amounts are payable hereunder of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Dateafter Closing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of agree that the party that owes such amount shall remit the same on and promptly after such datea final determination has been made. If the assessments parties can not agree on a final determination the parties agree that the dispute shall be submitted to an Expedited Arbitration Proceeding. (xi) Purchaser shall receive a credit at Closing equal to the amount of principal, if any, repaid in reduction of the outstanding principal balance of any Loan Asset between the date hereof and Closing. (xii) Purchaser shall receive a credit at Closing equal to the outstanding principal balance of any Existing Debt encumbering the Assets actually purchased by Purchaser or a designee, but not for any capitalized interest, accrued and unpaid interest, default interest, sums and other charges due and owing. (xiii) [In addition, if the 221 ($20,000,000) loan, the ▇▇▇▇▇ Plaza ($10,000,000) loan and the Computer Associates ($13,200,000) loan are funded prior to the Closing Date at Closing Seller shall be entitled to a credit in the amount of the outstanding principal balance of such proratable items loans plus accrued and unpaid interest and other sums and charges thereon they will be sold at par plus accrued and unpaid interest.] (b) If the Closing Date shall occur before the tax rate or assessment is fixed for the tax year in which the Closing Date occurs, the apportionment of taxes shall be upon the basis of the tax rate or assessment for the next preceding year applied to the latest assessed valuation and Seller and Purchaser shall readjust real estate taxes promptly upon the fixing of the tax rate or assessment for the tax year in which the Closing have Date occurs. (c) If there is a water or other utility meter(s) on a Property, Seller shall or shall cause the Applicable Party to furnish a reading to a date not yet been mademore than thirty (30) days prior to the Closing Date and the unfixed meter charge and the unfixed sewer rent, then any if any, based thereon for the intervening time shall be apportioned on the basis of such prorations last reading. If Seller or the Applicable Party cannot readily obtain such a current reading, the apportionment shall be based upon the prior year’s assessments. Except as set forth in Section 14(bmost recent reading. (d) hereinbelowAt the Closing, all such prorations will be final and not adjustable. No prorations shall be if Purchaser elects to take an assignment of any utility deposit made in relation to rents not collected as of by Seller or the Closing DateApplicable Party with any utility company, but then Purchaser shall make a commercially reasonable attempt reimburse Seller for such utility deposit and Seller shall or shall cause the Applicable Party to collect the same for Seller's benefit after Closing, but shall not execute such documents as may be required to initiate legal proceedings assign its rights in such attempt, deposits to Purchaser and provide such collectionsutility companies with notice of such assignment, if any, necessary (in each case in form and substance reasonably satisfactory to Purchaser). Any utility deposits not so assigned to Purchaser shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)refunded to Seller. (be) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser shall prepare an agreement (in any event, the “Reconciliation DateProration Agreement”), ) setting forth on a Property-by-Property basis in reasonable detail the prorations described in this Section 2.5 and stating the net amount owed to Seller hereby agrees to cause to be paid to or Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment on account thereof. Seller and Purchaser shall execute and deliver the Proration Agreement as provided in an amount Section 2.4. (f) If any of the items described above cannot be apportioned at the Closing because of the unavailability of the amounts which reflects (i) net adjustments are to any prorations made be apportioned or otherwise, or are incorrectly apportioned at Closing under Section 14.(a)the Closing, aboveor subsequent thereto, such items shall be apportioned or reapportioned, as to (a) any and all rents delinquent and unpaid on the case may be, as soon as practicable after the Closing Date and subsequently collected by Purchaseror the date such error is discovered, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofas applicable. (cg) Notwithstanding anything else With respect to Sold Equity Interests, the contrary parties shall make the adjustments in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies 2.5 only with respect to the PropertyApplicable Party’s percentage ownership interest in the applicable Subsidiary. (h) The provisions of this Section 2.5 shall survive the Closing.

Prorations. The provisions Prorations between Seller and Purchaser shall be made within thirty (30) days of this Section 14 shall survive the Closing and not be merged therein.as follows: (a) At All taxes and assessments on the Assets for all prior years and all current year taxes and assessments that are due and payable on or before the Closing shall have been paid in full by Seller on or before the Closing. All general real estate, all normal personal property and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against for the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, current year only shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same Date on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as basis of the most recent available information, as adjusted by any known changes relating to the period during which the Closing Dateoccurs, but Purchaser shall make a commercially reasonable attempt to collect without any adjustment resulting from the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on sale of the Reconciliation Date (hereinafter defined)Assets under this Agreement. (b) On All charges for gas, electricity, water, telephone, sewer and other utilities shall be prorated as of the first business day immediately prior Closing Date on the basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. For purposes of calculating prorations, Purchaser shall be entitled to the income accruing to Seller and responsible for the Losses and expenses accruing to Seller for the entire day upon which is the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon a 365- day year. The amount of such prorations shall be subject to adjustment in cash after the Closing, as and when more complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use commercially reasonable efforts to make such adjustments not later than sixty (60) days after the Closing Date (which cooperation may include any reasonable inspection of Seller’s books and records). At least three (3) Business Days prior to the Closing Date, or such other date as may be agreed upon in writing by Seller and shall deliver to Purchaser (in any event, a tentative statement of prorations setting forth the “Reconciliation Date”), Seller hereby agrees to cause preliminary determination of all items to be paid prorated pursuant to Purchaser, or Purchaser hereby agrees this Section 2.06 and supported by all detail reasonably necessary to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else make such determination. Prior to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the PropertyClosing, Purchaser hereby agrees and Seller shall use commercially reasonable efforts to pay all agree on such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesstatement of prorations. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Prorations between Seller and the Purchaser shall be made outside of this Section 14 shall survive the Escrow at the Closing and not be merged therein.as follows: (a) At All taxes and assessments on the Company Assets for all prior years and all current year taxes and assessments that are due and payable on or before the Closing shall have been paid in full by the Company on or before the Closing. All general real estate, all normal personal property and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against for the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, current year only shall be prorated between Purchaser and Seller as on the basis of the most recent available information, as adjusted by any known changes relating to the period during which the Closing Dateoccurs, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If but without any adjustment resulting from the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as sale of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Interests under this Agreement. (b) On All charges for gas, electricity, water, telephone, sewer and other utilities shall be prorated on the first business day immediately prior basis of the most recent available information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. For purposes of calculating prorations, Purchaser shall be entitled to the income accruing to the Company and responsible for the Losses and expenses accruing to the Company for the entire day upon which is the Closing occurs. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the day of the Closing and based upon a 365-day year. The amount of such proration shall be subject to adjustment in cash after the Closing outside of Escrow, as and when more complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use commercially reasonable efforts to make such adjustments not later than sixty (60) days after the Closing Date (which cooperation may include any reasonable inspection of the Company’s books and records). At least three (3) business days prior to the Closing Date, or such other date as may be agreed upon in writing by Seller and shall deliver to Purchaser (in any event, a tentative statement of prorations setting forth the “Reconciliation Date”), Seller hereby agrees to cause preliminary determination of all items to be paid prorated pursuant to Purchaser, or Purchaser hereby agrees this Section 2.9 and supported by all detail reasonably necessary to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else make such determination. Prior to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the PropertyClosing, Purchaser hereby agrees and Seller shall use commercially reasonable efforts to pay all agree on such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesstatement of prorations. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Sacramento County, California, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. (a) The provisions expenses and obligations set forth below shall be prorated as of this Section 14 11:59 p.m. on the business day immediately preceding the Closing Date, with Seller being responsible for that portion arising prior thereto and Buyer being responsible for that portion arising subsequent thereto: (i) all governmental license, permit or franchise fees and all other fees, royalties, rentals or charges, not delinquent, paid or payable under any contracts shall survive be prorated on the basis of the number of days of the relevant fiscal or other time period which have elapsed through the Closing Date; (ii) all real property taxes, personal property taxes, ad valorem obligations and not similar taxes imposed on a periodic basis, in each case levied with respect to the Purchased Assets (if any) shall be merged thereinprorated on the basis of the number of days of the relevant Tax year or period which have elapsed through the Closing Date; and (iii) all charges and rents for utilities (including without limitation, electricity, fuel, water, sanitation and garbage disposal) and other services and goods furnished to, or in connection with, the operation of the Business shall be prorated on the basis of the number of days of the relevant time period which have elapsed through the Closing Date; provided that no deposits or prepaid amounts shall be prorated, but shall be included in the Purchased Assets. (ab) At Closing, Seller shall use commercially reasonable efforts to cause all normal utility ▇▇▇▇▇▇▇▇ of Seller to be closed and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against billed by the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance respective utility companies as of the Property under Closing Date in order that utility charges may be separately billed for the period prior to the Closing Date and the period after the Closing Date. In the event any Service Contracts or otherwisesuch utility charges are not separately billed, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, they shall be prorated between Purchaser and Seller prorated, presuming that such charges were uniformly incurred during the billing period in question. (c) If any item described in this Section 8.11 cannot be prorated, adjusted or determined as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations it shall be based upon the prior year’s assessments. Except separately prorated, adjusted and determined as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected soon as possible thereafter with payment of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior an amount equal to the day which is sixty amount charged against any party being paid by such party to any other party by check within five (605) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership determination of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxescharge. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At The following shall all be prorated as of 12:01 a.m. on the date of Closing, on the basis of a 365-day year: (i) rents, and all normal and customarily proratable itemsother income from the Property, if any, including, without limitation, any additional charges and expenses payable under the Leases, if any, all ad valorem as and when actually collected (whether such collection occurs prior to, on, or after the Closing Date); (ii) real property taxes and assessments assessed against for the Propertyyear in which the Closing occurs, prepaid rents (iii) water, sewer and other expenses and fees utility charges, (iv) amounts payable under any Leases service contracts Buyer assumes at Closing for the month in which the Closing occurs and prior months, (v) annual permits (to the extent same are assigned to Buyer at Closing) and/or inspection fees (calculated on the Propertybasis of the period covered), prepaid and accrued but unpaid (vi) any other expenses incurred in connection with relating to the operation or and maintenance of the Property under Property. Buyer shall include all rent arrearages, if any, on Buyer's monthly invoices or ▇▇▇▇▇▇▇▇ to tenants and promptly deliver to Seller any Service Contracts or otherwisesuch rent arrearages that relate to periods prior to the Closing if and when collected by Buyer; provided, includinghowever, without limitation, all utilities servicing that rents received from delinquent tenants after the Property, and any dues and assessments of home or condominium owners’ associations, Closing Date that are designated for periods after Closing shall be prorated between Purchaser applied first against tenant's current rent due and Seller as then against any delinquent rents. The amount of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be security or other deposits required to initiate legal proceedings in such attempt, and such collectionsbe returned to tenant's under the Leases by Seller, if any, shall be accounted credited against the cash portion of the Purchase Price; accordingly, Seller shall retain the deposits and Buyer shall be responsible for between Purchaser handling such deposits in accordance with the Leases and applicable law. Seller shall retain all utility deposits, if any. Seller and Buyer hereby agree that if any of the aforesaid prorations cannot be calculated accurately on the Reconciliation Date Closing Date, then the same shall be calculated within thirty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6030) days after the Closing Date, or as soon as sufficient information is available to permit the parties to accurately calculate such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”proration(s), and either party owing the other party a sum of money based on such subsequent proration(s) shall pay said sum to the other party within ten (10) days after such calculation is made; provided, however, that the tax proration referenced in Section (ii) herein shall be final as of the date of Closing. Seller hereby agrees shall be responsible for payment in full of all real estate taxes and assessments for years prior to cause the Closing. (b) Seller shall pay the premium for the Title Policy except for that portion to delete the so-called "survey exception." Buyer shall pay all expenses associated with the performance of Buyer's due diligence pursuant to Section 2.1 above. Escrow fees and recording charges and any other expenses of the escrow for the sale shall be split equally between Buyer and Seller. Buyer shall pay the costs of the execution and filing of the Deed. All costs and charges described in this paragraph shall be paid to Purchaserat Closing. Any bills received after the Closing and not previously prorated in escrow shall be divided as provided herein, or Purchaser hereby agrees to pay to Sellerand shall be paid promptly upon receipt of a ▇▇▇▇ therefor, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) and any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any other costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else relating to the contrary in this Section 14, if purchase and sale transaction contemplated hereby shall be paid by the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesparty incurring same. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, following items shall be prorated between Purchaser Seller and Seller as of Buyer at the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, by increasing or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Sellerdecreasing, as the case may be, the funds to be delivered by Buyer at the Closing, with all items pertaining to the month of Closing to be prorated based on the actual number of days in the month in which the Closing occurs. Except as otherwise set forth herein, the following items shall be prorated as of 11:59PM on the day preceding the Closing Date, with the Closing Date being an income and expense day for Buyer. 4.4.1 General real estate taxes, not yet due and payable (collectively, the “Taxes”), to the extent not the obligation of Tenants under the Retail Leases, shall be prorated based upon 103% of the most recent assessed value and tax rate with a payment reproration upon issuance of the actual bills for such applicable period. In no event shall Seller be charged with or be responsible for any increase in an amount which reflects the Taxes or assessments on the Property resulting from the sale of the Property or from any improvements made or leases entered into or for any other reason arising after the Closing. To the extent Seller has engaged a third-party to contest the Taxes assessed against the Property for 2016 or subsequent years, Seller, at Seller's cost, will terminate any such contract prior to the Closing. The terms of this Section 4.4.1 will survive the Closing and not merge into the Deed. 4.4.2 Rents, revenues and other income, if any, payable by the Tenants (“Rents”), will be prorated such that: (i) net adjustments Seller will be entitled to retain any collected Rents accruing for the period prior to the Closing Date; and (ii) Buyer will receive a credit for all collectible Rents for the month of Closing from and after the Closing Date. For Rents received after the Closing by either Seller or Buyer for the month in which the Closing Date occurs, the receiving party agrees to promptly remit to the other party its share of such Rents as set forth in the preceding sentence. Prepaid Rents received by Seller as of the Closing Date for any period following the Closing Date shall be credited to Buyer at Closing. In the event any delinquent Rents (Rents due prior to the month in which the Closing Date occurs but has not been made as of the Closing Date) are collected by either Seller or Buyer from a Tenant after Closing, the same will: (i) first, apply any such amounts against the amounts then due Buyer relating to the period accruing after the month in which the Closing occurred; and (ii) last, then remit to Seller the balance owed Seller for any period prior to the month in which the Closing occurred. Seller shall have the right for a period of six (6) months following Closing to pursue any delinquent Rents due it from any Tenant for any period prior to Closing, and Buyer shall reasonably cooperate in such endeavor at no third party out-of-pocket costs or expenses to Buyer, provided, however, that Seller shall not seek, and Buyer shall not be required to terminate any Lease (or any Tenant’s right of possession), and Seller shall have no right to evict Tenants or to declare a current default under such Tenants’ respective Leases. 4.4.3 To the extent any retail Tenants are responsible for the payment of any Taxes in connection with the operation of the Property (“Tax Escrows”), all such Tax Escrows held by Seller for the calendar year 2017 Taxes (due and payable in 2018) shall be credited to Buyer at Closing. 4.4.4 To the extent Tenants are responsible for the payment of any common area maintenance expenses, insurance and the like payable in connection with the operation of the Property (“Reimbursable Expenses”), for the 2017 Reimbursable Expenses, Seller will be entitled to retain that portion of Tenants’ payments received by Seller with respect to the Reimbursable Expenses which equate to those amounts then expended by Seller for such 2017 Reimbursable Expenses. The remaining amount of such payments received by Seller from Tenants shall be credited to Buyer at Closing. 4.4.5 The full amount of the Security Deposits set forth in the Leases will be credited to Buyer (subject to application of the same to cure a default as permitted in any such Lease [Seller to provide Buyer with written notice of such default and application] and if such cure takes place after the expiration or Buyer’s earlier waiver of the Inspection Period and confirmation that Escrow Holder has received the Second Deposit, then as is approved by Buyer, in its sole and absolute discretion, in writing). If the Security Deposit is in the form of a letter of credit or other financial instrument, Seller will assign the same to Buyer and deliver the original letter of credit or other financial instrument to Buyer at Closing. 4.4.6 All charges under the Contracts which Buyer elects to assume pursuant to this Agreement shall be prorated, and as to each service provider, operating expenses payable or paid to such service provider in respect to the billing period of such service provider in which the Closing occurs (the "Current Billing Period"), shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the date of the Closing (which shall be allocated to Seller) and the number of days in the Current Billing Period after the Closing Date (which shall be allocated to Buyer), and assuming that all charges are incurred uniformly during the Current Billing Period. If actual bills for the Current Billing Period are unavailable as of the date of the Closing, then such proration shall be made on an estimated basis based upon the most recently issued bills. 4.4.7 Seller hereby agrees to pay in full as of the Closing Date the following amounts with respect to the Leases as of the Effective Date: (i) any rent abatement or other rental concession granted to any prorations made at Tenant under a Lease for any period which will extend beyond the Closing Date, including, but not limited to, the amount of any rebates, rental concessions, gift cards, non-monetary concessions [i.e., televisions bicycles, iPads, etc.], free rent periods, credits or setoffs given to any Tenant under Section 14.(a), above, as to a Lease; (aii) all leasing commissions and brokerage fees owing in connection with the current terms of the Leases; (iii) any tenant improvement allowances due and all rents delinquent payable under the Leases; and unpaid (iv) the cost of completing any tenant improvements (if any) if completion is to occur after Closing. 4.4.8 Seller and Buyer agree that: (i) none of the insurance policies relating to the Property will be assigned to Buyer and Buyer shall be responsible for arranging for its own insurance as of the Closing Date; and (ii) utilities, including telephone, electricity, water and gas, shall be read on the Closing Date and subsequently collected by PurchaserBuyer shall be responsible for all the necessary actions needed to arrange for utilities to be transferred to the name of Buyer on the Closing Date, including the posting of any required deposits (it being understood, however, that Seller shall be entitled to a credit at the Closing for any utility deposits which it or its predecessors have made prior to the Closing Date, to the extent the same are transferred to Buyer, and (b) Seller shall be entitled to recover and retain from the providers of such utilities any savings resulting from any tax abatements on refunds or overpayments to the Property for extent applicable to the year of period prior to the Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardDate, and any utility deposits for which it does not receive a credit hereunder). Accordingly, there will be no prorations for insurance or utilities (ii) except to the extent provided above for utility deposits). In the event a meter reading is unavailable for any particular utility, such utility shall be prorated in the manner provided in Section 4.4.6. Buyer acknowledges and agrees that, at any time following the Closing, Seller may terminate any and all utility accounts that remain in Seller's name. 4.4.9 Seller shall receive a credit at the Closing for all leasing costs, including tenant improvement costs and expenses incurred allowances and leasing commissions (but excluding attorneys' fees), actually paid by Purchaser under Section 32.(b)(iiSeller prior to Closing in connection with a Lease Event (defined below) hereofentered into after the Effective Date and which is approved or deemed approved by Buyer pursuant to the terms of this Agreement. (c) Notwithstanding anything else 4.4.10 Seller and Buyer shall prorate any other items of income and expenses necessary to effectuate the contrary intent of the parties that all income and expense items be prorated as provided above in this Section 144.4. Except for the Taxes which are specifically addressed above, if all provisions for pro-rations under this Section 4.4 shall survive for the Property has been assessed for property tax purposes at such rates as would result Survival Period and Buyer and Seller shall work diligently and in reassessment (i.e.good faith to resolve any disagreements pertaining to the true-up. Buyer and Seller shall each indemnify, "roll-back" taxes) based upon a change in land usage or ownership of protect, defend and hold the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller other party harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of Losses in any and all deposits held on behalf of Seller by utility companies with respect way arising to the Propertyextent of and for amounts as to which the indemnifying party receives a credit, or for which the indemnifying party otherwise assumes responsibility, pursuant to this Agreement.

Prorations. The provisions following shall be prorated as of this Section 14 shall survive the Closing Date and not be merged therein. adjusted against the Purchase Price due at Closing: (a) At ClosingRents and any other amounts actually collected from tenants and other persons using or occupying the Property as of the Closing Date; (b) personal property taxes, all normal installment payments of special assessment liens, sewer charges, utility charges (utility charges shall be prorated based on the last reading of meters prior to Closing performed at Seller’s request, if possible) and customarily proratable itemsnormally prorated operating expenses actually billed or paid as of the Closing Date; (c) amounts owed by Seller or paid under the Designated Service Contracts as of the Closing Date, including, without limitation, all ad valorem taxes and assessments assessed against any amounts paid by any service provider under the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Designated Service Contracts or otherwiseprior to Closing; provided, however, that Purchaser hereby assumes all payments coming due under the Designated Service Contracts from and after the Closing Date (provided that Purchaser shall receive a credit for the portion of any such payment that relates to the period prior to the Closing Date), including, without limitationbut not limited to, all utilities servicing the Propertystub period until the term of the Designated Service Contracts expire; and (d) leasing commissions, finder’s fees and any dues and assessments of home or condominium owners’ associations, locator fees shall be prorated between paid in full by Seller for each lease executed by Seller prior to the Closing Date; provided, however, that Purchaser hereby assumes all such fees and commissions for each lease executed from and after the Closing Date. Within ninety (90) days after the Closing (the “Reproration Period”), Purchaser and Seller as of the Closing Datewill make a further adjustment for such rents, Seller being charged and credited for all of same up taxes or charges which may have accrued or been incurred prior to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser not billed or paid at that date; such obligations shall make a commercially reasonable attempt to collect survive the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Except as otherwise provided herein, rent, receivables, other amounts due KEM, and all amounts payable by KEM such as property taxes, accounts payable and other expenses shall be prorated as of the Closing Date. Seller and/or KEM, as applicable, shall pay or cause to be paid such amounts or an appropriate adjustment shall be made in the cash received by Seller at Closing or Seller and/or KEM shall cause sufficient working capital to remain in the accounts of KEM to pay such items when due. Any monies held in bank accounts of the KEM as of the Closing Date in excess of the amounts needed to satisfy Seller’s or KEM’s obligations under the preceding sentence, will be distributed by KEM to Seller through Escrow on the Closing Date. Prorations and adjustments contemplated under this Section 21.2 shall be subject to post-Closing adjustments as necessary to reflect later relevant material information not available at Closing (including any material liabilities which were to be prorated hereunder discovered after Closing but relating to the period prior to or including the Closing and any material adjustments required pursuant to Section 21.4(f), below) and to correct any material errors made at Closing with respect to such apportionments, and the Party receiving more than it was entitled to hereunder (the “Reimbursing Party”) shall reimburse the other Party (the “Reimbursed Party”) in the amount of such over payment within thirty (30) days after receiving written demand thereof from the Reimbursed Party. Such written demand by the Reimbursed Party shall be accompanied by reasonable proof of the Reimbursed Party’s right to payment. Both the Reimbursed Party and Reimbursing Party agree to cooperate in good faith to resolve any disputes regarding such adjustments. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustment if no adjustments have been requested within six months (6) months after the Closing Date. Buyer and Seller further agree that (a) all rent prepaid by the County of Riverside under that certain Communications Tower Site Lease Agreement shall be transferred by KEM to Seller prior to Closing and will be retained by Seller, (b) the Settlement Agreement among KEM, Edison Construction, Inc. and ▇▇▇▇▇▇▇▇ Corporation, dated January 15, 2015, and the rights thereunder are expressly excluded from the KEM Assets and shall be assigned and transferred to Seller or EMMR at Closing pursuant to the Assignment of Contracts, and (c) all rent paid to KEM by FPN under the FPN Lease shall be retained by KEM at Closing without proration and not distributed to Seller. For the purposes of Sections 21.2 and 2.4, any information, adjustment, error or liability resulting in an expenditure or change of more than five thousand dollars ($5,000), individually or in the aggregate, shall be deemed “material”. Furthermore, the Burn Pit Holdback and Transformer Holdback shall be retained in Escrow at Closing and distributed pursuant to the terms of Section 21.11 below. The provisions of this Section 14 21.2 shall expressly survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all a period of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(beighteen (18) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)months. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, following items shall be prorated between Purchaser Buyer and Seller Sellers as of and through the Closing DateDate and shall constitute an adjustment to the Purchase Price: (i) All ad valorem, Seller being charged real and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for personal property Taxes (including without limitation any such proratable items Taxes paid indirectly through the lessors under or relating to the Leases), general and special assessments (solely with respect to installments due in the current Tax year), and any other property Taxes relating to the Acquired Assets for the current tax year; however, if the amount of such Tax for the current Tax year of Closing have is not yet been madedeterminable, then any such prorations it shall be based upon initially be prorated on the prior year’s assessments. Except as set forth in Section 14(bbasis of the Tax for the immediately preceding Tax year or, if greater, the amounts billed by the landlords for the current period and finally adjusted after the amount of Tax for the current Tax year becomes determinable, (ii) hereinbelowAll payments to the lessors under or relating to the Leases, all such prorations will be final and not adjustable. No prorations including unpaid or prepaid rent, security deposits (which shall be made in relation returned to rents not collected as the Sellers to the extent released by the lessors), and common area maintenance charges; and (iii) Any prepaid expenses associated with the operation of the Closing DateAcquired Locations which were paid by Sellers in the Ordinary Course of Business, including without limitation telephone expenses and utility charges, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)excluding advertising expenses. (b) On Sellers shall bear the first business day immediately cost and expense of all prorated items set forth in this §2.10 applicable to periods prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on including the Closing Date and subsequently collected by Purchasershall receive the benefits thereof, Buyer shall bear the cost and expense of payment of all prorated items set forth in this §2.10 applicable to periods from and after the Closing Date and shall receive the benefits thereof, and (b) any savings resulting from any tax abatements on the Property Purchase Price shall be adjusted, if necessary, to account for such division of the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofof prorated items. (c) Notwithstanding anything else to At the contrary in this Section 14Closing, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser amounts shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At be estimated by the Parties in the manner set forth above or otherwise in good faith, with final adjusting payments due once the actual amounts are determined. After Closing, Seller willeither Party, at its election and in its sole discretionoption, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering may give the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with other Party written notice of the correct amount of any and all deposits held on behalf of Seller by utility companies with respect payment any necessary adjustment to the Propertyprorations due under this §2.10 (accompanied by documentation substantiating such amount) and (B) the Party from whom additional payment is required will pay the applicable amount within ten Business Days after such notice.

Prorations. The provisions following items shall be prorated between Buyer and Seller as of this Section 14 and through the Closing Date and shall survive Closing and not be merged therein.constitute an adjustment to the Purchase Price: (a) At ClosingAll ad valorem, all normal real and customarily proratable itemspersonal property Taxes (including without limitation any such Taxes paid indirectly through the lessors or sublessors under or relating to the Leases), includinggeneral and special assessments (solely with respect to installments due in the current Tax year), without limitationand any other property Taxes relating to the Acquired Assets for the current tax year; however, all ad valorem taxes and assessments assessed against if the Propertyamount of such Tax for the current Tax year is not determinable, prepaid rents and other expenses and fees payable under any Leases (i) it shall be prorated on the Propertybasis of the Tax for the immediately preceding Tax year and (ii) after the amount of Tax for the current Tax year becomes determinable, (A) either Party, at its option, may give the other Party written notice of the correct amount of Tax (accompanied by documentation substantiating such amount) and any necessary adjustment to the prorations and (B) the Party from whom additional payment is required will pay the applicable amount within ten Business Days after such notice; (b) All payments to the lessors or sublessors under or relating to the Leases, including unpaid or prepaid rent and accrued but unpaid common area maintenance charges (unless otherwise allocated pursuant to §2.11); and (c) Any prepaid expenses incurred in connection associated with the operation or maintenance of the Property under any Service Contracts or otherwiseAcquired Location which were paid by Seller in the Ordinary Course of Business, includingincluding without limitation telephone expenses and utility charges, without limitationbut excluding advertising expenses. Seller shall bear the cost and expense of all prorated items set forth in this §2.10 applicable to periods prior to and including the Closing Date and shall receive the benefits thereof, Buyer shall bear the cost and expense of payment of all utilities servicing prorated items set forth in this §2.10 applicable to periods from and after the PropertyClosing Date and shall receive the benefits thereof, and any dues and assessments of home or condominium owners’ associations, the Purchase Price shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except adjusted as set forth in Section 14(b) hereinbelow§2.9, all if necessary, to account for such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as division of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofof prorated items. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The following shall be prorated between Buyer and Seller as of 12:01 A.M. on the Date of Occupancy, on the basis of the actual number of days during the month in which the Date of Occupancy occurs: utility charges, and rents. Delinquent rent shall not be prorated by Escrow Agent unless collected prior to Closing. In addition to the foregoing apportionments, Seller shall receive all other income accrued (including without limitation delinquent rent collected after Closing), and shall pay all other expenses accrued or incurred in connection with the ownership or operation of the Property before the Date of Occupancy, and Buyer shall receive all other income accruing, and shall pay all other expenses accrued or incurred in connection with the ownership or operation of the Property on or after the Date of Occupancy. Notwithstanding anything to the contrary in this paragraph, there shall be no proration of any amount received by Seller before the Date of Occupancy in connection with service contracts. With respect to the proration of real property taxes and special assessments (“Taxes”), the parties acknowledge and agree that (a) if the Closing occurs prior to the date that 2006 taxes are paid, then the proration of Taxes shall be based on the 2006 tax b▇▇▇ and shall be prorated as of the Closing Date taking into account the maximum allowable discount for early payment and all amounts paid under paragraph 6(b) of the Occupancy Agreement, and (b) if the Closing occurs following the date that 2006 taxes are paid, then there shall be no proration of Taxes. Buyer and Seller shall use their best efforts to complete all income and expense reconciliation to be performed outside of Escrow as soon as possible after Closing; provided, however that the parties agree that they shall reprorate Taxes and all items of income and expense within thirty (30) days following written demand by the other party. The provisions of this Section 14 10 shall survive Closing and not be merged thereinthe Closing. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 Closing prorations shall survive Closing be calculated and not be merged therein.implemented by Buyer and Seller as follows: (a) At Closing7.1.1 Subject to Paragraphs 8.1.2 through 8.1.3, all normal and customarily proratable itemsexpenses, includingexpense recoveries, without limitationutility charges, all ad valorem taxes and assessments assessed against the Propertyreal property taxes, prepaid rents assessments, maintenance charges, and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the costs for each Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of midnight of the day prior to the Closing Date (based on the periods to which they relate and are applicable, and regardless of when payable). Revenues generated by Seller at the Data Center from Seller’s customers at all times up until the day prior to the Closing Date belong solely to Seller and shall not be prorated. 7.1.2 If Seller has engaged consultants for the purpose of protesting the amount of taxes or the assessed valuation for certain tax periods for the Property (“Protest Proceedings”) any cash refunds or proceeds actually distributed, after deduction of costs and expenses incurred for such Protest Proceedings and any sums owing to third parties as a result of such Protest Proceeding, (collectively, “Cash Refunds”) shall be: (i) the property of Seller to the extent such Cash Refunds were for taxes paid by Seller applicable to a period prior to the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(iithe property of Buyer for taxes for a period after the Closing Date. To the extent either party obtains a Cash Refund, a portion of which is owed to the other party, the receiving party shall deliver the Cash Refund to the other party within five (5) hereofbusiness days of its receipt. 7.1.3 If any errors or omissions are made regarding adjustments and prorations, the parties shall make appropriate corrections promptly upon the discovery thereof. If any estimations are made at the Closing regarding adjustments or prorations, the parties shall make the appropriate corrections promptly when accurate and complete information becomes available. Any corrected adjustment or proration shall be paid in cash to the appropriate party within five (c5) business days of the correction or adjustment. Notwithstanding anything else to the contrary in this Section 14Paragraph, if the Property has been assessed for property tax purposes at such rates as would result in reassessment any right to a correction or adjustment shall terminate one (i.e., "roll-back" taxes1) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees year after Closing; except with regard to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesany Cash Refunds received with regard to any Protest Proceedings. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions (a) Rents and any additional charges and expenses payable by Tenants under Leases; real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts (other than Terminated Contracts); annual permits and/or inspection fees (calculated on the basis of the period covered); and any other income or expenses of the operation and maintenance of the Property shall all be prorated as of 11:59 p.m. on the date immediately preceding the Closing Date (i.e., Purchaser is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year and otherwise in accordance with this Section 14 10.5. Seller shall survive deliver draft prorations to Purchaser at least five (5) Business Days before Closing and not be merged thereinDate. (ab) Purchaser shall receive a credit at Closing for all rents, including estimated payments for operating expenses and real estate taxes, collected by Seller prior to the Closing and allocable to the period after Closing. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants except as provided in this Section 10.5(b). All rent or other sums collected or received by Seller after Closing shall be promptly remitted to Purchaser to be applied and distributed in accordance with this Section 10.5(b). All rent received by Purchaser after Closing shall be applied first to current rentals and then to delinquent rentals in the inverse order of maturity. Purchaser shall use reasonable efforts to collect rents and other sums owing to Seller in the usual course of Purchaser’s operation of the Property, provided, however, that Purchaser shall not be required to pursue or institute any action to evict any tenant or any other collection proceedings to collect delinquent rentals. Seller shall have no right to contact Tenants or collect any such rents and other sums from Tenants after Closing and Seller shall have no right to cause any such Tenant to be evicted or to exercise any other landlord remedy against such Tenant after Closing. In the event Seller receives rents from Tenants applicable to periods after the Closing Date, Seller shall immediately forward the full amount of such rents to Purchaser to be applied by Purchaser in accordance with this Section 10.5(b). (c) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection (i) Seller shall credit Purchaser with the operation or maintenance amount of any cash security deposits actually held by Seller pursuant to the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Leases (to the Property, and any dues and assessments of home or condominium owners’ associations, extent such security deposits are not applied against delinquent rents in accordance with the Leases). Any taxes that are payable in the year in which the Closing occurs (“Current Tax Year”) shall be prorated between Purchaser and Seller as based upon the number of days in the Current Tax Year prior to the Closing Date, Seller being charged Date (which shall be allocated to Seller) and credited for all the number of same up to such date and Purchaser being charged and credited for all of same days in the Current Tax Year on and after such datethe Closing Date (which shall be allocated to Purchaser). If Fees and charges under the assessments for any such proratable items for Service Contracts (other than the year Terminated Contracts) in respect of the most recent billing period which includes the Closing have not yet been made, then any such prorations Date (“Current Billing Period”) shall be prorated on a per diem basis based upon the number of days in the Current Billing Period prior to the Closing Date (which shall be allocated to Seller) and the number of days in the Current Billing Period on and after the Closing Date (which shall be allocated to Purchaser) and assuming that all fees and charges are incurred uniformly during the Current Billing Period. Calculations hereunder shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelowmost recent statement rendered to Seller by the applicable service provider and, all such prorations will be final and not adjustable. No prorations after an actual statement covering the Current Billing Period is received, a copy shall be made in relation delivered to rents not collected Purchaser or Seller, as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptapplicable, and the apportionment of such collections, if any, charges hereunder shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)recomputed if necessary. (bd) On Seller and Purchaser hereby agree that if any of the first business day immediately prior aforesaid prorations and credits cannot reasonably be calculated accurately on the Closing Date or in the case of rents or other charges received from Tenants, such amount 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 day other party within sixty (60) days thereafter. 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 or expenses incurred by such party from Tenants from and after Closing and to the manner in which is such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. (e) Not more than sixty (60) days after the Closing DateClosing, or such other date as may be agreed upon in writing by Seller and Purchaser (shall make a final calculation of the real estate taxes, operating expenses and all other prorations or adjustments for the Property, including any adjustments for rent or escalation payments payable under the Leases in any eventconnection therewith. If such calculation discloses that Seller has collected more in estimated payments from Tenants for rents, operating expenses and taxes than it is entitled to retain after the “Reconciliation Date”)final reconciliations are completed, Seller hereby agrees shall pay such excess to cause Purchaser for refund to the tenants, and if Seller has collected less in estimated payments than it is entitled to receive after the final reconciliations are completed, Purchaser shall pay such amounts to Seller when and as collected from the tenants. No insurance policies of the Seller are to be paid assigned or otherwise transferred to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on no apportionment of the Property for the year premiums therefor shall be made. The provisions of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser 10.5 shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxessurvive Closing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions No later than ninety (90) days after the date of the Merger Closing, SCG shall prepare and deliver a statement (a "Post-Closing Accrual Statement") prorating all of the items listed in this Section 14 6.13 ("Prorated Items") through the date of the Merger Closing. SCG shall survive Closing be liable for or entitled to the benefit of the Prorated Items to the extent the Prorated Items relate to any time period up to the date of the Merger Closing, and not PTR shall be merged therein.liable for or entitled to the benefit of the Prorated Items to the extent Prorated Items relate to periods from and subsequent to the date of the Merger Closing. Prorated Items shall be settled between SCG and PTR in cash. The Prorated Items are as follows: (a) At Closing, all normal Taxes relating to the businesses of the SCG Subsidiaries which shall have accrued and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against become payable prior to the Property, prepaid rents and other expenses and fees payable under any Leases on date of the Property, prepaid and Merger Closing shall be paid by SCG. All Taxes which shall be (or should be) accrued but unpaid expenses incurred or which have been paid in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, advance shall be properly prorated between Purchaser and Seller as of the date of the Merger Closing Datebetween SCG and PTR. In connection with such proration of Taxes, Seller being charged and credited for all in the event that actual tax figures are not available at the time of same up delivery of the Post-Closing Accrual Statement, the taxes to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations be prorated shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all actual taxes for the preceding year for which actual tax amounts are available and such prorations will be final and not adjustable. No prorations taxes shall be reprorated upon request of either party made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is within sixty (60) days after of the Closing Datedate that the actual amounts become available, provided that the actual amount is at least 5% more or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, 5% less than the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as amount on which the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaseroriginal proration was based, and appropriate payment shall be made within thirty (30) days after such reproration; (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought rents, taxes and other items payable by either party hereto and of the costs or expenses incurred by the challenging party in that regard, and (ii) SCG Subsidiaries under any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof.agreement; (c) Notwithstanding anything else the amount of any license or registration fees with respect to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage any licenses or ownership registrations of either of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.SCG Subsidiaries; (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of charges for water, telephone, electricity and other utilities and fuel; (e) all accrued vacation, termination and severance pay and accrued sickness benefits for all Employees including related, social security taxes, unemployment compensation taxes, workers compensation taxes and premiums and other employment taxes relating to the same; (f) all other operating expenses, including without limitation insurance premiums and amounts payable to service providers, of the SCG Subsidiaries; and (g) all management fees, commissions and other fees and income of the SCG Subsidiaries; (h) all other items not specifically described in subsections (a)-(g) above which are normally prorated in connection with similar transactions. In addition to the Prorated Items, the Post-Closing Accrual Statement shall also reflect any and all deposits held on behalf payments made by SCG or either of Seller by utility companies the SCG Subsidiaries prior to Merger Closing with respect to any Prorated Items. SCG agrees to furnish PTR with such documents and other records as PTR reasonably requests in order to confirm all adjustment and proration calculations reflected on the PropertyPost-Closing Accrual Statement.

Prorations. The provisions Purchase Price shall be increased or decreased as required to effectuate the proration of this Section 14 shall survive Closing expenses relating to the operation of KOFY. All expenses arising from the operations of KOFY and not be merged therein. (a) At Closingincurred by KOFY, all normal including tower rental, business and customarily proratable itemslicense fees, includingutility charges, without limitation, all ad valorem real and personal property taxes and assessments assessed levied against the PropertyBroadcasting Assets, prepaid rents property and equipment rentals, applicable copyright or other expenses fees, sales and fees payable under any Leases on the Propertyservice charges, employee compensation (including wages and salaries, accrued sick leave, severance pay and personal days) and similar prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsdeferred items, shall be prorated between Purchaser Pacific and Seller as of Stockholders in accordance with the Closing Date, Seller being charged and credited principle that Stockholders shall be responsible for all expenses, costs and liabilities allocable to the operations of same up KOFY for the period on or prior to such date and Purchaser being charged including the Effective Time, and credited Pacific shall be responsible for all expenses, costs and obligations allocable to the operations of same on and after such date. If the assessments for any such proratable items KOFY for the year of Closing have not yet been madeperiod after the Effective Time as determined in accordance with Section 2.2.3 below, then any such prorations subject to the following: (a) There shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelowno adjustment for, all such prorations will be final and not adjustable. No prorations Stockholders shall be made in relation to rents not collected as of the Closing Datesolely liable with respect to, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, Liabilities and such collections, if any, shall be accounted for between Purchaser obligations under any Contracts listed on Schedule 1-F and Seller on the Reconciliation Date (hereinafter defined)under any Employee Benefit Plans and any other Excluded Pacific Liability. (b) On Payments due under film or programming license agreements for the first business day immediately prior to the day month in which is sixty (60) days after the Closing Date, or such other date as may occurs shall be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid prorated based on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements number of days in such month on or before the Property for the year of Closing resulting from a challenge brought by either party hereto Effective Time and the costs or expenses incurred by number of days in such month after and including the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofEffective Time. (c) Notwithstanding anything else to There shall be no adjustment for any difference between the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership value of the Propertygoods or services to be received by Pacific as of the Effective Time under trade or barter agreements relating to KOFY and the value of any advertising time remaining to be run by Pacific as of the Effective Time under trade or barter agreements relating to KOFY; provided, Purchaser hereby agrees however, that this provision shall not apply to pay all such taxes barter arrangements that do not arise under programming contracts, and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closingwhich pertain to goods or services to be retained by Shareholders after the Effective Date, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller which will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyprorated.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll income and expenses arising from the conduct of the business and operations of the Cox Stations and the RRC Station on the one hand, all normal and customarily proratable itemsthe Salem Station, includingon the other hand, shall be prorated between Cox and Salem in accordance with generally accepted accounting principles as of 12:01 a.m., on the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall use commercially reasonable efforts to provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in SECTIONS 4.2(C) and 4.2(D); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to Salem a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt to collect detail the same basis for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, those determinations) for the Salem Station (the "Cox Proration Schedule"). The Cox Proration Schedule shall be accounted for between Purchaser conclusive and Seller on binding upon Salem unless Salem provides Cox with written notice of objection (the Reconciliation Date "Notice of Disagreement") within one hundred twenty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Salem ("Salem's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or such other date as may be agreed upon in writing reject Salem's Proration Amount. Payment by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, Salem or Purchaser hereby agrees to pay to SellerCox, as the case may be, a payment in an amount which reflects of the proration amounts determined pursuant to this SECTION 4.2(C) shall be due fifteen (15) days after the last to occur of (i) net adjustments Salem's acceptance of the Cox Proration Schedule or failure to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year give Cox a timely Notice of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, Disagreement and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(iiCox'▇ ▇▇▇eptance of Salem's Proration Amount or failure to reject Salem's Proration Amount within fifteen (15) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon days of receipt of a change in land usage or ownership Notice of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes.Disagreement; (d) At ClosingWithin ninety (90) days of the Closing Date, Seller willSalem shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Cox Stations and the RRC Station (the "Salem Proration Schedule"). The Salem Proration Schedule shall be conclusive and binding upon Cox unless Cox provides Salem with a Notice of Disagreement within one hundred twenty (120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Cox ("Cox'▇ ▇▇▇ration Amount"). Salem shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or reject Cox'▇ ▇▇▇ration Amount. Payment by Cox or Salem, as the case may be, of the proration amounts determined pursuant to this SECTION 4.2(D) shall be due fifteen (15) days after the last to occur of (i) Cox'▇ ▇▇▇eptance of the Salem Proration Schedule or failure to give Salem a timely Notice of Disagreement and (ii) Salem's acceptance of Cox'▇ Proration Amount or failure to reject Cox'▇ ▇▇▇ration Amount within fifteen (15) days of receipt of a Notice of Disagreement; and (e) In the event of any disputes between the parties as to the prorations and adjustments described in this Section, the amounts not in dispute shall nonetheless be paid at its election the time provided in this Section and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or Salem or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by Salem. Any payment required by Cox to Salem or by Salem to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in its sole discretionthe United States as designated by such party in the Salem Proration Schedule or Cox Proration Schedule, as the case may be. If either deliver Cox or credit Salem fails to Purchaser pay when due any amount under SECTION 4.2(C) or 4.2(D), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and all tenant security deposits then actually held by Seller under Leases covering such interest shall be payable upon demand. Notwithstanding the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Furtherprovisions of SECTION 4.2(C), Seller will be credited at Closing with (D) and (E) of this Agreement, if the amount of any taxes to be prorated pursuant to this SECTION 4.2 is not known by ninety (90) days after the Closing Date, then the amount will be estimated as of such date, and all deposits held on behalf once the amount of Seller by utility companies with respect such taxes is known, Salem shall pay to Cox, or Cox shall pay to Salem, as the Propertycase may be, the net amount due as a result of the actual apportionment of such taxes.

Prorations. The provisions (i) All Taxes, operating expenses pertaining to the operation of this Section 14 the Premises and any Additional Equipment incurred by Tenant, utility expenses, water and sewer rents and charges, front-foot benefit charges (if applicable), or similar charges or fees shall survive Closing and not be merged thereinprorated as of the Expiration Date. (aii) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any All Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, to be assigned to Landlord shall be prorated between Purchaser and Seller the parties as of the Closing Expiration Date, Seller being charged and credited for all the costs of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for terminating any such proratable items for the year of Closing have contracts or agreements that are not yet been made, then any such prorations assumed by Landlord shall be based upon borne by Tenant. (iii) Tenant shall pay for, and shall indemnify Landlord against any liability for, services performed or for work on the Premises or any Additional Equipment undertaken by or at the direction of Tenant prior year’s assessments. Except as set forth in Section 14(bto the expiration of the Term. (iv) hereinbelowOn the expiration of the Term, (A) all such prorations will be final between Landlord and not adjustable. No prorations Tenant provided for pursuant to the terms of this Lease shall be made in relation to rents not collected on the basis of estimates using the most current information available as of the Closing Dateexpiration of the Term; and (B) a suitable escrow (the "Escrow"), but Purchaser the amount and terms of which shall make a commercially reasonable attempt be satisfactory to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, Landlord and such collections, if anyTenant, shall be accounted established by Landlord and held by an independent escrow agent selected by Landlord and Tenant to provide for between Purchaser and Seller payment of utility charges, operating expenses, contract liabilities accrued, and/or work on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior Premises contracted for by Tenant, that are due and payable by Tenant pursuant to the day terms of this Lease, but for which is sixty final bills are not available on the expiration of the Term. Within forty-five (6045) days after the Closing Date, expiration of the Term or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventsoon thereafter as is reasonably possible, the “Reconciliation Date”), Seller hereby agrees to cause parties shall make a final settlement of all prorations to be paid made pursuant to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaserterms of this Lease, and (b) following such final settlement, any savings resulting from any tax abatements on sums remaining in the Property for the year of Closing resulting from a challenge brought Escrow shall be paid by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else escrow agent to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesapplicable party. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Each Seller shall bear all property and ad valorem tax liability with respect to the Purchased Assets if the lien or assessment date (the date on which the liability becomes fixed or assignable to the Purchased Assets) arises on or prior to the Closing Date (or the date of the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing) irrespective of the reporting and payment dates of such Taxes. Each Seller shall be responsible for all other Taxes as levied by any foreign, federal, state or local taxing authority in any jurisdiction with respect to the ownership, use or leasing of the Purchased Assets for all periods (or portions thereof) on or prior to the Closing Date (or the date of the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing), and Purchaser shall be responsible for all such Taxes with respect to the ownership, use or leasing of the Purchased Assets for all periods (or portions thereof) after the Closing Date (or the date of the Second Closing with respect to Purchased Financing Contracts transferred at the Second Closing). All payments to be made by Sellers in accordance with this Section 14 2.5 shall survive be made, to the extent then determinable, at the Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against or the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance date of the Property under any Service Second Closing with respect to Purchased Financing Contracts or otherwisetransferred at the Second Closing) with such payments deposited into escrow until due, includingor, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller extent not determinable as of the Closing Date, Seller being charged and credited for all of same up to such (or the date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Second Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to Purchased Financing Contracts transferred at the PropertySecond Closing), promptly following the determination thereof, with such payments deposited into escrow pursuant to Section 2.6 until due. Purchaser shall have the right of review and approval of each Seller's property Tax Returns and assessments and the right to contest any assessment for which Purchaser may be adversely affected. Each Seller shall cooperate with Purchaser to advance any contest.

Prorations. Prior to the Closing, Seller shall determine the amounts of the prorations in accordance with this Agreement and notify Purchaser thereof. Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed. The provisions prorations shall be calculated as of this Section 14 11:59 p.m. on the day immediately preceding the Closing Date. Thereafter, Purchaser and Seller shall survive each inform Title Company of such amounts. The following items shall be prorated as of the Closing Date and not shall be merged therein.deducted from or added to the Purchase Price, as appropriate, payable at the Closing: (a) At Non-delinquent general real estate taxes for the Property shall be prorated based on 110% of the most recent tax ▇▇▇▇(s) for the Property. As the Purchaser is a municipal corporation, the property will be tax exempt post-Closing. Seller and Purchaser agree to cooperate on obtaining said exemption. Seller reserves the right to appeal the taxes for the year of Closing and prior years and obtain any reductions, all normal certificates of error, objections or other refunds. Seller and customarily proratable itemsPurchaser agree to re-prorate the taxes for the year of Closing. (b) All operating expenses of the Property which pertain to a period both prior to and after the Closing Date, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, utility charges (including, without limitation, all utilities servicing water and sewer charges) based on the Propertylast ascertainable bills (if current bills are not available) if and to the extent that final meter readings cannot be made and separate bills issued to Seller and Purchaser by the utility suppliers prior to the Closing Date; provided, however, that Seller and any dues Purchaser hereby agree to cooperate to seek to have such final meter readings made prior to Closing and assessments of home or condominium owners’ associations, shall be prorated between the account party changed to Purchaser and Seller effective as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingSubject to this Section 9 below, all normal revenues and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against expenses of the Property, prepaid rents including without limitation real property taxes, special taxes, assessments (if any) shall be prorated and other expenses apportioned between Buyer and fees payable under any Leases Seller as of 12:01 a.m. on the PropertyClosing Date, prepaid and accrued but unpaid so that Seller bears all expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing respect to the Property, and has the benefit of all income with respect to the Property, through and including the date immediately preceding the Closing Date, and Buyer bears all expenses with respect to the Property, and has the benefit of all income with respect to the Property on and after the Closing Date. If any dues portion of the Property is affected by any assessment or other charge, whether for taxes or bonds, or interest thereon, which is or may become payable in installments, and assessments an installment payment of home or condominium owners’ associationssuch assessment is then a lien due and payable as part of the annual ad valorem property tax ▇▇▇▇ received for the Property, then such installment shall be prorated between Purchaser and Seller as of the Closing Date; and if any such assessment or other charge is not payable in installments or are not billed as part of the annual ad valorem property tax ▇▇▇▇ for the Property, shall be paid in full (if any) by Seller at the Closing. Notwithstanding the foregoing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, solely responsible for clearing all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collectionspossessory interest taxes, if any, shall from the Property not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax ▇▇▇▇ will be accounted for between Purchaser and Seller on made by the Reconciliation Date (hereinafter defined)parties outside of this Escrow within the time required by Section 9(b) below. (b) On Subject to Section 9(a) above, if any of the first business day immediately prior items to be prorated as of Closing cannot be finally determined as of Closing, the day which is sixty prorations shall be made at Closing based on the last available information, and post-closing adjustments between Buyer and Seller shall be made within twenty (6020) days after the Closing Date, or such other date as may be agreed upon in writing by Seller that the actual amounts are determined and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as owing party is provided with notice of the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaserdue, and if payment is not made within this twenty (20) day period the party owing such sums shall pay interest thereon, at the rate of ten percent (10%) per annum, from date of delivery of the notice of amount due to the date of payment. This subsection (b) any savings resulting from any tax abatements on shall survive the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofClosing. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Los Angles County, California, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Except as may be otherwise expressly provided herein, all revenues, income and expenses (including utility expenses and credit card adjustments) of the Property with respect to the period prior to 12:01 a.m. on the Closing Date (but only including 50% of that night’s room revenues) shall be for the account of Seller; and 50% of that night’s room revenues plus all revenues, income and expenses of the Property with respect to the period after 12:01 a.m. on the Closing Date (including all deposits or advances related to advance bookings or reservations exclusive of interest earned thereon through the Closing Date) for periods from and after the Closing Date) shall be for the account of Buyer. Seller shall deliver to Buyer the cash on hand at the Hotel on the Closing Date (except that cash which constitutes Seller’s 50% share of the room revenues). Only real property taxes and assessments and personal property taxes will be prorated inside of Escrow on the settlement statement; all other prorations shall be made outside of Escrow, in accordance with local custom in Mahwah County, New Jersey, as reflected in a separately executed proration statement, shall be allocated, reconciled and paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date and may include, but not be limited to, income items such as revenues (prepaid or otherwise) from room, beverage, telephone and other similar charges, and expense (prepaid or otherwise) items such as utilities and amounts under Operating Agreements. If real property taxes and assessments to be assumed by Buyer are unavailable on the Closing Date, a re-adjustment of such taxes and assessments assumed by Buyer shall be made within thirty (30) days after the Closing or if longer, as soon as such taxes and assessments and charges or expenses assumed by Buyer are available. Should the sale occur after June 30th, and the property be re-assessed due to the sale contemplated herein for the tax year in which Closing occurs, a re-adjustment shall occur, and the figures from the re-assessment shall form the basis for the pro-ration amount. Notwithstanding the immediately preceding sentence, if a re-assessment occurs for future tax periods (i.e., for any period from and after Closing), no re-adjustment shall occur. The parties agree to cooperate in good faith in effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expense item that is chargeable to the former party and shall promptly remit any income item to the other party if entitled thereto. In the event any adjustments pursuant to this Section 5.3 are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 14 5.3 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance delivery of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)Deed. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingTo the extent not included in the Assumed Liabilities, all normal Proration Items and customarily proratable all other items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, that shall be accounted paid by Purchaser or otherwise affect the Business or the Acquired Assets and that relate, in whole or in part, to periods prior to the Effective Time, shall be apportioned to the Effective Time, and representatives of Seller and Purchaser will examine all relevant Books and Records as of the Effective Time in order to make the determination of the apportionments, which determinations shall be calculated in accordance with the past practices of the Business to the extent applicable, provided that for between the purposes of determining whether a particular Tax shall be prorated or allocated to a Pre-Closing Tax Period, Real Property Taxes and Personal Property Taxes shall be prorated or allocated on a per diem basis, and all other Taxes shall be prorated or allocated on the basis of an interim closing of the books of the Business at the Effective Time. The net amount of all Proration Items known by the Parties at Closing will be settled and paid on the Closing Date. In the event that the amount of any of the Proration Items is not known by Seller and Purchaser at the Closing, the proration shall be made based upon the amount of the most recent cost of such Proration Item to Seller. After Closing, Purchaser and Seller each shall provide to the other, written notice five (5) Business Days after receipt, of each Third Party invoice relating to any Proration Item so estimated. Within ten (10) business days thereafter, Purchaser and Seller each shall make any payments to the other that are necessary to compensate for any difference between the proration made at the Closing and the correct proration based on the Reconciliation Date (hereinafter defined)Third Party invoice. The Parties shall reasonably cooperate to avoid, to the extent legally possible, the payment of duplicate Personal Property Taxes, and each Party shall furnish, at the request of the other, proof of payment of any Personal Property Taxes or other documentation that is a prerequisite to avoiding payment of a duplicate Tax. (b) On In the first business day immediately prior event that either Party (the "Payor") pays a Proration Item (other than if and to the day extent included in the Assumed Liabilities) for which the other Party (the "Payee") is sixty obligated in whole or in part under this Section 8.3 the Payor shall present to the Payee evidence of payment and a statement setting forth the Payee's proportionate share of such Proration Item, and the Payee shall promptly pay such share to the Payor. In the event either Party (60the "Recipient") days after the Closing Datereceives payments, or such the benefits of payments, of a Proration Item to which the other date as may be agreed upon Party (the "Beneficiary") is entitled in writing by Seller and Purchaser (whole or in any eventpart under this Agreement, the “Reconciliation Date”), Seller hereby agrees Recipient shall promptly pay such amount to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofBeneficiary. (c) Notwithstanding anything else In the event there exists as of the Closing Date any pending appeals of ad valorem Tax assessments with regard to any Acquired Assets, the continued prosecution and/or settlement of such appeals shall be subject to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership direction and control of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to assessments for the Propertyyear within which the Closing occurs.

Prorations. The provisions (a) Seller and Purchaser agree to adjust, as of this 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 14 shall survive Closing and not be merged therein10.4(b) below. (aii) At ClosingCash Security Deposits (to the extent such Security Deposits have not yet been applied toward the obligations of any Tenant under the Leases) and any prepaid rents, all normal and customarily proratable itemstogether with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, including, without limitationlimit.ation, 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 three (3) Business Days prior to the Closing Date, and a per diem adjustment shall be made for the days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Construction Contracts. (v) Amounts payable under the Spectrasite Agreements (unless Purchaser complies with the requirements in Section 3.2). (vi) Ad valorem taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem 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, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and assessments assessed against the PropertyImprovements should be determined to be higher or lower than those that are apportioned, prepaid rents a new computation shall be made, and other Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the operation or maintenance time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and credited for the amounts of all of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing Proration Items relating to the Propertyperiod up to and including the Proration Time, and any dues Purchaser will be charged and assessments credited for all of home or condominium owners’ associationsthe Proration Items relating to the period after the Proration 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, once agreed upon, shall be prorated between signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such 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 not adjustablePurchaser. No prorations shall will be made in relation to rents insurance premiums, and Seller's insurance policies will not collected be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, but Purchaser shall make a commercially reasonable attempt in which event no proration will be made at the Closing with respect to collect utility bills. Seller will be entitled to all deposits presently in effect with the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attemptutility providers, and such collections, if any, shall Purchaser will be accounted obligated to make its own arrangements for between Purchaser and Seller on any deposits with the Reconciliation Date utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (hereinafter defined)12) months. (b) On Purchaser will receive a credit on the first business day immediately Closing Statement for all unpaid amounts under the Construction Contracts assumed by Purchaser hereunder to the extent such amounts relate to incomplete tenant improvements contemplated by the relevant Lease. Purchaser will also 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 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 proportionate share of building operation and maintenance costs and expenses as provided for under its 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 day which is sixty (60) days after the Closing Date, and payment thereof has not been made on or such other date as may before the Proration Time. Delinquent Rental will not be agreed upon prorated. With respect to Tenants still in writing by Seller and occupancy, Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies use commercially reasonable efforts with respect to the Propertycollection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. With respect to Tenants no longer in occupancy, Seller reserves the right to pursue the collection of Delinquent Rental. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current Rental (which may include delinquencies owed to Seller for the calendar month of Closing) and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. The provisions of this Section 14 shall survive Closing and All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not be merged therein. (a) At Closinglimited to, all normal and customarily proratable itemspersonal property taxes, including, without limitation, all ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to the Purchased Assets, the Products or the Business for a taxable period which includes (but does not end on) the date hereof and assessments assessed against the PropertyClosing Date applicable to the exercise of any Option, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associationsas applicable, shall be prorated apportioned between Seller and Purchaser and Seller as of the Closing Date, Seller being charged date hereof and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing DateDate applicable to the exercise of any Option, but Purchaser shall make a commercially reasonable attempt to collect as applicable, based on the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings number of days in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately taxable period prior to the day which date hereof and the Closing Date applicable to the exercise of any Option, as applicable, (“Pre-Closing Period”) and the number of days in such taxable period including and following the date hereof and the Closing Date applicable to the exercise of any Option, as applicable, (“Post-Closing Period”). Seller shall be liable for the proportionate amount of such Taxes that is sixty attributable to the Pre-Closing Period applicable to a Product. Within ninety (6090) days after the date hereof and the Closing DateDate applicable to the exercise of any Option, or such other date as may be agreed upon in writing by applicable, Seller and Purchaser shall present a reimbursement to which each is entitled under this Section 3.3(c) 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 ten (in 10) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any eventb▇▇▇ for personal property Taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Period applicable to a Product, and shall promptly deliver such b▇▇▇ to Purchaser who shall pay the same to the appropriate taxing authority; provided that if such b▇▇▇ covers the Pre-Closing Period applicable to a Product, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such b▇▇▇ that is attributable to the Pre-Closing Period applicable to a Product. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 3.3(c), the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as other Party shall make such reimbursement promptly but in no event later than thirty (30) days after the case may be, presentation of a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with statement setting forth the amount of any 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 3.3(c) and all deposits held on behalf not made within thirty (30) days of Seller by utility companies with respect delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the Propertyprovisions of Section 6621(a)(2) of the Code for each day until paid.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingExcept as otherwise provided herein or in the Time Brokerage Agreements, all normal income and customarily proratable itemsexpenses arising from the conduct of the business and operations of the Cox Stations and the AFM Stations shall be prorated between Cox and AFM in accordance with generally accepted accounting principles as of 12:01 a.m., includingon the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not reasonably capable of being ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in Sections 4.2(c) and 4.2(d); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to AFM a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt detail the basis for those determinations) (the "Cox Proration Schedule"). The Cox Proration Schedule shall be conclusive and binding upon AFM unless AFM provides Cox with written notice of objection (the "Notice of Disagreement") within thirty (30) days after AFM's receipt of the Cox Proration Schedule, which notice shall state the prorations of expenses proposed by AFM ("AFM's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to collect accept or reject AFM's Proration Amount. Payment by AFM or Cox, as the same case may be, of the proration amounts determined pursuant to this Section 4.2(c) shall be due fifteen (15) days after the last to occur of (i) AFM's acceptance of the Cox Proration Schedule or failure to give Cox a timely Notice of Disagreement and (ii) ▇▇▇'▇ acceptance of AFM's Proration Amount or failure to reject AFM's Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; (d) Within ninety (90) days of the Closing Date, AFM shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for Sellerthose determinations) (the "AFM Proration Schedule"). The AFM Proration Schedule shall be conclusive and binding upon Cox unless Cox provides AFM with a Notice of Disagreement within thirty (30) days after ▇▇▇'▇ receipt of the AFM Proration Schedule, which notice shall state the prorations of expenses proposed by ▇▇▇ ("▇▇▇'▇ Proration Amount"). AFM shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or reject ▇▇▇'▇ Proration Amount. Payment by Cox or AFM, as the case may be, of the proration amounts determined pursuant to this Section 4.2(d) shall be due fifteen (15) days after the last to occur of (i) ▇▇▇'▇ acceptance of the AFM Proration Schedule or failure to give AFM a timely Notice of Disagreement and (ii) AFM's benefit after Closingacceptance of ▇▇▇'▇ Proration Amount or failure to reject ▇▇▇'▇ Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; and (e) In the event of any disputes between the parties as to the prorations and adjustments described in this Section, but the amounts not in dispute shall not nonetheless be paid at the time provided in this Section and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or AFM or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by AFM. Any payment required by Cox to initiate legal proceedings AFM or by AFM to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in the United States as designated by such attemptparty in the AFM Proration Schedule or Cox Proration Schedule, as the case may be. If either Cox or AFM fails to pay when due any amount under Section 4.2(c) or 4.2(d), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two percent (2%), and such collectionsinterest shall be payable upon demand. Notwithstanding the provisions of Section 4.2(c), (d) and (e) of this Agreement, if any, shall the amount of any taxes to be accounted for between Purchaser and Seller on the Reconciliation Date prorated pursuant to this Section 4.2 is not known by ninety (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (6090) days after the Closing Date, or then the amount will be estimated as of such other date as may be agreed upon in writing by Seller date, and Purchaser (in any eventonce the amount of such taxes is known, the “Reconciliation Date”), Seller hereby agrees AFM shall pay to cause to be paid to PurchaserCox, or Purchaser hereby agrees to Cox shall pay to SellerAFM, as the case may be, the net amount due as a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for actual apportionment of such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions Except as otherwise provided in this Agreement with respect to items allocable exclusively to Seller or Purchaser, to the extent that any of the items listed below in this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and 3.4 are paid by Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days Closing or are payable by Purchaser or the Seller after the Closing Date, such items shall be apportioned as of the Closing Date such that Seller shall be liable for (and shall reimburse Purchaser, including without limitation by offset to the General Balance held in escrow to the extent 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 for (and shall reimburse Seller to the extent Seller shall have paid) that portion of the foregoing relating or attributable to, periods on or after the Closing Date. Should any amounts to be prorated not have been finally determined on the Closing Date, a mutually satisfactory estimate of such amounts made on the basis of Seller's records shall be used as a basis for settlement at Closing, and the amount finally determined will be prorated as of the Closing Date and appropriate settlement made as soon as practicable after such final determination, with final settlement to be made no later than The Settlement Date. If as a result of any such settlement in accordance with the preceding sentence Purchaser is owed an amount from Seller, 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 water Taxes, if any, on or with respect to the Business, the Acquired Assets and/or the Assumed Obligations notwithstanding the date of the assessment of such Taxes; (b) insurance premiums of any policies acquired by Purchaser at Closing; and (c) any and all other date as may be agreed upon expenses customarily subject to proration in writing by connection with the sale and purchase of assets and not otherwise provided for herein. Seller and Purchaser agree to furnish each other with such documents and other records as each party reasonably requests in order to confirm all adjustment and proration calculations made pursuant to this Section 3.4. The proration and adjustment process provided in this Section 3.4 shall also include an adjustment of cash received by Purchaser or Seller (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount ) to which reflects (i) net adjustments the other is entitled pursuant to any prorations made at Closing under Section 14.(a), the provisions of Sections 2.1 and 2.3 above, as to (a) any but shall not include an adjustment for security and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security other deposits then actually held heretofore paid by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertythird parties.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingThe expenses and obligations set forth below shall be prorated as of 11:59 p.m. on the Closing Date (the "Cutoff"), with Seller being responsible for that portion arising before the Cutoff and Purchaser being responsible for that portion arising after the Cutoff: (i) all normal and customarily proratable itemspersonal property Taxes, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyobligations, and any dues and assessments of home or condominium owners’ associationssimilar Taxes imposed on a periodic basis, in each case levied with respect to the Assets, shall be prorated between on the basis of the number of days of the relevant tax year or period which have elapsed through the Closing Date; and (ii) all charges for utilities (including without limitation, electricity fuel, water, sanitation, and garbage disposal) and other services and goods furnished to, or in connection with, the operation of the Business shall be prorated on the basis of the number of days of the relevant time period which have elapsed through the Closing Date. (b) Seller shall use its reasonable best efforts to cause all utility ▇▇▇▇▇▇▇▇ of the Business 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 period prior to the Closing Date and the period after the Closing Date. In the event that any such utility charges are not separately billed, they shall be prorated, presuming that such charges were uniformly incurred during the billing period in question. Purchaser shall have sole responsibility for establishing Purchaser's own accounts with such utilities and Seller causing such utility services to continue beyond the Closing Date. (c) If any item described in this SECTION 3.8 cannot be prorated, adjusted, or determined as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations it shall be based upon the prior year’s assessments. Except separately prorated, adjusted, and determined as set forth in Section 14(b) hereinbelow, all such prorations will be final soon as possible thereafter and not adjustable. No prorations any payment due shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date paid by check within five (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (605) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership determination of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxescharge. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Except as set forth herein, the Seller shall pay for all tenant improvement costs, leasing commissions and Tenant Inducements for leases executed prior to the Closing, all normal and customarily proratable items. Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable under tenant Leases or licenses, including without limitation telecommunications licenses, all ad valorem as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); rents payable by the Seller on the Ground Leases, interest payable under the Loans, real property taxes and assessments assessed against assessments; water, sewer and utility charges; personal property taxes, if any; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the Propertybasis of the period covered); any other expenses of the operation and maintenance of the Properties; and the above market portions of tenant improvement costs and leasing commissions related to the Properties in the event the parties, prepaid in their sole discretion, agree in writing, after written prior notice thereof from the Seller to the Buyer, that any such tenant improvements or leasing commissions are for amounts that are above market rates, shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Any sums collected by the Buyer from tenants after the Closing shall be promptly paid to the Seller to the extent of any rents and other expenses and fees payable under any Leases on the Propertysums which were delinquent at Closing, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, first applying all such prorations will be final and not adjustableamounts collected to current obligations. No prorations The Buyer shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially use reasonable attempt efforts to collect the same for Seller's benefit after Closing, such delinquent rents but shall not be required obligated to initiate expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. The Seller retains the rights to collect any such delinquent rents from tenants after Closing provided that the Seller shall use personnel independent of any personnel who may be performing management services for the Buyer to do so and provided that the Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other proceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such attemptleased premises. The amount of any security deposits (but not letters of credit in lieu thereof, and such collections, if any, which shall be accounted for between Purchaser transferred by the Seller in accordance with the provisions of Section 7.5(b) below) under tenant Leases shall be credited against the Purchase Price and the Buyer shall assume all liabilities thereunder. The Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made shall receive credits at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all utility or other deposits held on behalf of Seller by utility companies with respect to the Property.Properties, in which case all such deposits for which the Seller receives credit shall remain in place for the benefit of the Buyer and the Seller shall execute and deliver such documents as shall be necessary to assign such deposits to the Buyer. The Buyer shall use reasonable efforts to cause all utilities and letters of credit to be transferred into the Buyer's name and account at the

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance The agreed upon value of the Property under any Service Contracts or otherwise, including, assets contributed to the Company pursuant to Section 5.1(a) and (d) were derived taking into account capital expenditures incurred prior to the date hereof and without limitation, all utilities servicing the Property, taking into account prorations for items that would customarily be pro rated between buyers and any dues and assessments sellers of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)real estate. (b) On the first business day immediately prior or before September 20, 1997, Whitehall and WCPT shall collectively determine and calculate, with respect to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventeach Property, the “Reconciliation Date”)apportionment of real estate taxes, Seller hereby agrees to cause utilities and other expense items (but not items of income, which are to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, allocated as provided in Section 2.8) which are customarily apportioned between buyers and sellers of real estate (the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the "Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofProrations"). (c) Notwithstanding anything else On the first Business Day of October, 1997, with respect to each Property and with reference to the contrary in this Section 14Initial Closing Date or Additional Closing Date, as appropriate, if (i) the Property has been assessed for property tax purposes at Closing Date Proration shall be a credit to sellers of such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees the Company shall remit to pay all WCPT (if such taxes and Purchaser Property is a WCPT Property) or to Whitehall (if such Property is a Whitehall Property or a Whitehall Additional Property) an amount equal to the Closing Date Proration or (ii) the Closing Date Proration shall and does hereby indemnify and save Seller harmless from and against all claims and liability for be a credit to the buyer of such taxesProperty, WCPT (if such Property is a WCPT Property) or Whitehall (if such Property is a Whitehall Property or a Whitehall Additional Property) shall remit to the Company an amount equal to the Closing Date Proration. (d) At ClosingIf the first Business Day of October, Seller will1997, at its election shall occur before the tax rate or the assessed valuation of any Property is fixed for the then current year, the apportionment of taxes to be made pursuant to this Section 2.9 shall be made upon the basis of the tax rate for the preceding year applied to the latest assessed valuation (or upon the best estimate available). Subsequent thereto, when the actual tax assessment is fixed, the parties hereto agree to adjust such proration. (e) Notwithstanding anything to the contrary contained herein, the unfunded tenant improvement allowances and outstanding brokerage commissions relating to certain Whitehall Properties, as set forth on Schedule 2.9 hereto, shall be payable by, and be the responsibility of, the party set forth in such Schedule. To the extent that the Company pays any of such amounts for which Whitehall is the responsible party (as set forth on Schedule 2.9), Whitehall shall promptly reimburse the Company therefor without any increase in its sole discretionCapital Account, either deliver Percentage Interests or credit Membership Units. (f) No amounts paid pursuant to Purchaser this Section 2.9 or Section 2.8 above by or to WCPT, Whitehall, the Company or any and all tenant security deposits then actually held by Seller under Leases covering Subsidiary of the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with Company shall in any way affect the amount Capital Account or Percentage Interest of any and all deposits held on behalf Member or the number of Seller Membership Units owned by utility companies with respect to the Propertyany Member.

Prorations. The provisions following shall be prorated as of this Section 14 the Closing Date and the Purchase Price shall survive Closing and not be merged therein. adjusted accordingly at Closing: (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and any other expenses amounts actually collected from tenants and fees payable under any Leases on other persons using or occupying the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller Properties as of the Closing Date; (b) sewer charges, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations utility charges (utility charges shall be prorated based upon on the last reading of meters prior yearto Closing performed at Seller’s assessments. Except as set forth in Section 14(brequest, if possible) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected normally prorated operating expenses actually billed or paid as of the Closing Date, but ; and (c) amounts owed by Seller or paid under the Service Contracts as of the Closing Date. Purchaser shall make a at all times after Closing use commercially reasonable attempt efforts (not to include commencing any eviction action or other litigation to collect such delinquency) to collect all rent or other amounts owed for the same for Seller's benefit after period prior to Closing, but and Seller shall retain the right for up to ninety (90) days after Closing to pursue all PFS:009462.0002.2820427.11 remedies (not be required to initiate legal proceedings in include commencing any eviction action or other litigation to collect such attemptdelinquency, or terminating any lease) against tenants under Leases to collect such rents and such collections, if any, other amounts due to Seller. All rent received by Purchaser or Seller after the Closing Date shall be accounted for between Purchaser applied first to current rentals, then to delinquent rents accruing in the month of Closing and Seller on then, to the Reconciliation Date (hereinafter defined). (b) On extent the first business day immediately applicable tenant identifies such rent as attributable to the period prior to Closing, to delinquent rentals accruing prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by . The agreements of Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary set forth in this Section 14, if 8(a) shall survive the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesClosing. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. Purchaser and Seller shall apportion as of 12:01 am eastern time on the day of the Closing (so that Purchaser receives the income generated by the Project and bears the expenses for the Project for the day of Closing), the items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The provisions of obligations set forth in this Section 14 14.1 shall survive the Closing for a period of one (1) year. The items to be adjusted are: 14.1.1. city, state, county, school, ad valorem taxes and other assessments that have accrued with respect to the tax year in which the Closing occurs (it being understood that Seller shall be solely responsible (and Purchaser shall receive a credit against the Purchase Price) for any such taxes or assessments that have accrued as of the Closing but do not become due and payable until after the Closing); should such proration be inaccurate based on the actual millage set forth on the ad valorem tax b▇▇▇ if the current tax b▇▇▇ has not been received by the date of the Closing, either party may demand after the date of Closing, that such taxes and assessments be re-prorated based on the actual b▇▇▇ and shall be entitled to receive upon demand, any amount owing to such party based on such re-proration; 14.1.2. all base rent, percentage rent and additional rent and similar charges to the extent collected by Seller. Any base rent, percentage rent, additional rent or other charges received from a Tenant after the Closing shall be applied in the following order of priority: (i) First, to any rents then owing for any calendar month or months following the calendar month in which the Closing occurred; and (ii) Second, to the rents owing for the calendar month in which the Closing occurred; and (iii) Third, to rents owing for any calendar month or months preceding the calendar month in which the Closing occurred until the Tenant, under the applicable Lease, is current. For a period of ninety (90) days after the Closing, Purchaser shall b▇▇▇ Tenants for all amounts due under their Leases accruing prior to the Closing (including, without limitation, base rent, additional rent, percentage rent or other Tenant charges for the year 2016) and shall use reasonable efforts to collect from Tenants any base rent, additional rent, percentage rent or other Tenant charges owing with respect to the period prior to the Closing. To the extent delinquent amounts for base rents, additional rents, percentage rents and other tenant charges for the period prior to the Closing (“Delinquent Rents”) are collected by Purchaser, subject to clauses (i), (ii) and (iii) above, such amounts shall be paid to Seller no later than thirty (30) days following the date on which such amounts have been received by Purchaser or its agent. Purchaser shall not be merged thereinobligated to expend any funds or commence legal proceedings to collect any Delinquent Rents. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any Delinquent Rents without Purchaser’s prior written consent. (a) At Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases Purchaser shall be entitled to a pro rata portion of such percentage rent payment based on the Property, prepaid number of days within the applicable percentage rent fiscal year period that Purchaser owned the Project and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On Seller shall be entitled to a pro rata portion of such percentage rent payment based on the first business day immediately prior to number of days within the day which is applicable percentage rent period that Seller owned the Project. No later than sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Final Adjustment Date”), Seller hereby agrees and Purchaser shall make a final adjustment in accordance with the provisions of this Section 14.1 of percentage rent and other items of additional rents for which final adjustments or prorations could not be determined at the Closing, if any, because of the lack of actual statements, bills or invoices for the current period, the year-end adjustment of common area maintenance, taxes and like items, the unavailability of final sales figures or amounts for percentage rent or any other reason. Except to cause the extent otherwise provided in Section 14.1.3, any net adjustment in favor of Purchaser or Seller is to be paid in cash by the other no later than thirty (30) days after such final adjustment has been made. 14.1.3. To the extent Tenants pay monthly estimates of common area maintenance charges, central plant charges, taxes and similar expenses (collectively, “Charges”) with an adjustment at the end of each fiscal year applicable to PurchaserCharges, or Purchaser hereby agrees to pay to they shall be prorated in accordance with this Section 14.1.3. Until the adjustment described in this Section 14.1.3 is made, all amounts received by Seller as interim payments of Charges before the Closing Date shall be retained by Seller, except that all interim payments received by either party for the month in which the Closing Date occurs shall be prorated as between Seller and Purchaser based upon the number of days in that month and the party receiving the interim payment shall remit to (if received on or after the Closing Date) or credit (if received before the Closing Date) the other party its proportionate share. All amounts received by Purchaser as interim payments of Charges on or after the Closing Date shall be retained by Purchaser until year end adjustment and determination of Seller’s allocable share thereof except to the extent provided in Section 14.1.2 above. No later than the Final Adjustment Date, Seller’s allocable share of actual Charges for Leases in effect as of the Closing Date shall be determined by multiplying the total payments due from each Tenant for such fiscal year (the sum of estimated payments plus or minus year-end adjustments) by a fraction, the numerator of which is Seller’s actual cost of providing common area maintenance services and taxes (as the case may be) prior to the Closing Date (within that portion of the fiscal year prior to the Closing Date in which the applicable Lease is in effect), and the denominator of which is the cost of providing such services and paying such taxes for the entire fiscal year (or that portion of the fiscal year in which the applicable Lease is in effect). If, on the basis of amounts actually incurred and the estimated payments received by Seller, Seller has retained amounts in excess of its allocable share, it shall remit, within thirty (30) days after notice from Purchaser of the excess owed Purchaser, such excess to Purchaser. If, on the basis of the foregoing amounts, Seller has retained less than its allocable share (the “Seller Shortfall”), Purchaser shall use reasonable efforts for a payment in an amount which reflects period of ninety (i90) net adjustments days after the Final Adjustment Date to collect the Seller Shortfall from the Tenants of the Property and, to the extent collected by Purchaser, Purchaser shall promptly remit the Seller Shortfall to Seller. Purchaser shall not be obligated to expend any funds or commence legal proceedings to collect any Seller Shortfall. In no event shall Seller commence any legal proceedings against any Tenant after the Closing with respect to any prorations made at Closing under Section 14.(a), above, as to (a) any Seller Shortfall. 14.1.4. All other income and all rents delinquent operating expenses of the Project for the assumed Contracts and unpaid on public utility charges and charges and/or payments under the REAs with respect to the Project shall be prorated in accordance with Section 14.1, and appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final b▇▇▇ to Seller with Purchaser being designated the billing party in lieu of Seller for all utilities that may be in the name of Seller from and after the Closing Date. Notwithstanding anything herein to the contrary, any management and/or leasing agreement, if any, for the Property shall be terminated as of the Closing Date and subsequently collected there shall be no apportionment of any fees or charges relating thereto. 14.1.5. At Closing, any prepaid rents (for periods occurring after the Closing Date) and, to the extent that Seller has received the same, security deposits under the Leases (together with any interest accrued thereon) shall be transferred to Purchaser either directly or by way of a credit in favor of Purchaser. 14.1.6. If, at Closing, the Property or any part thereof shall have been affected by an assessment or assessments, which are or may become payable in annual installments, of which the first installment is then a charge or lien, then for the purposes of this Agreement, all the unpaid installments of any such assessment due and payable in calendar years prior to the year in which the Closing occurs shall be paid by Seller and all installments becoming due and payable after the Closing shall be assumed and paid by Purchaser, except, however, that any installments which are due and payable in the calendar year in which the Closing occurs shall be adjusted pro rata. However, if such an assessment or assessments is required to be paid in one lump sum payment, then to the extent such assessment(s) is for improvements in place as of the date of this Agreement, then such assessment(s) shall be paid by Seller but if such assessment(s) is for improvements to be made subsequent to the date of Closing, then the same shall be paid by Purchaser. 14.1.7. Any unpaid tenant improvement costs or allowances, free rent periods or rental abatements, concessions and other inducements and all brokerage commissions relating to the Leases listed on Schedule “1.5” hereto, and any amounts owing by Seller pursuant to Section 9.2 hereof shall be the obligation of Seller and shall be paid at Closing or Purchaser shall receive a credit against the Purchase Price for any such amount(s) not paid. 14.1.8. At Closing, Purchaser shall receive a credit against the Purchase Price for (bi) any savings resulting from any tax abatements on amounts paid to Seller, if any, by Tenants, merchants and other associations for promotional funds, and other similar contributions or payments applicable to periods after the Property Closing Date or otherwise pro rata for the year of month in which the Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regardoccurs, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually funds held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Propertyoutstanding gift certificates, if any.

Prorations. The provisions of this Section 14 following adjustments to the Purchase Price paid hereunder shall survive be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis as if Purchaser owned the Property for the entire day on the Closing and not be merged therein.Date: (a) At All real estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. All other installments of special assessments not yet due and payable shall be paid by Purchaser. If at the time of Closing the tax rate or the assessed valuation for the current year has not yet been fixed, taxes shall be prorated based upon the tax rate and the assessed valuation established for the previous tax year; provided, however, that Seller and Purchaser agree that to the extent the actual taxes for the current year differ from the amount so apportioned at Closing, the parties hereto will make all normal necessary adjustments by appropriate payments between themselves following the Closing, and customarily proratable itemsthis provision shall survive Closing. (b) Current rents, advance rentals (but only to the extent actually received by Seller) and other income from the Property including, without limitation, all ad valorem taxes and assessments assessed against the PropertyPass Through Expenses (collectively, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, "Rents") shall be prorated between Seller and Purchaser and at Closing based upon such amounts actually collected by Seller as of the Closing Date. All collected Rents for the month in which the Closing occurs shall be prorated as of the Closing Date. All Rents which are due but uncollected as of the Closing Date (the "Delinquent Rents") shall not be prorated at Closing, but shall be paid to the party entitled to receive such Delinquent Rents upon receipt of same by either Seller or Purchaser after Closing. Purchaser agrees to use commercially reasonable efforts to collect Delinquent Rents from each tenant remaining in possession of its space under a Tenant Lease. Any and all amounts received by Purchaser after the Closing Date from any party owing Delinquent Rents shall be paid and applied as follows: first, to Purchaser’s reasonable collection costs (including, without limitation, reasonable attorneys’ fees) incurred (after the Closing Date only); second to Delinquent Rents for the month in which the Closing occurs (which sums shall, upon such collection, be prorated between Seller and Purchaser as though collected prior to Closing); third, to Purchaser for Rents accruing after the Closing Date, to be applied in the inverse of the order incurred (i.e., the most recently incurred Rents paid first); and finally, to Seller for Delinquent Rents for the period prior to the month of Closing.. Purchaser will make a good faith effort after Closing to collect all Rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or incur any expense to collect Delinquent Rents. Notwithstanding the foregoing provisions, Seller shall not be required to prorate any amounts collected by Seller after Closing from former tenants of the Property, it being charged understood and credited for agreed that Seller may retain all amounts that Seller recovers from such former tenants. (c) With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to the Tenant under the Lease (the "Pass Through Expenses") and as of same up the Closing Date are unbilled or billed but not yet collected, Purchaser shall, upon collection of such Pass Through Expenses, remit to such date and Purchaser being charged and credited for all Seller an amount equal to that portion of same on and after such datePass Through Expenses which accrued prior to the Closing Date. If the assessments for any such proratable items for the year of Closing With respect to Pass Through Expenses which have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation billed to rents not collected tenants as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the b▇▇▇ each tenant for same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in accordance with each such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)tenant’s Lease. (bd) On Charges under service agreements, utility charges for which Seller is liable, and other operating expenses of the first business day immediately prior Property shall be prorated between Seller and Purchaser at Closing. (e) Subject to the day provisions of Section 4.4(f), Purchaser shall be responsible for the payment of (i) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which is sixty (60) days become due and payable after the Effective Date of this Purchase Agreement as a result of any renewals or expansions of the Lease exercised by a tenant which occur between the Effective Date of this Purchase Agreement and the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) all Tenant Inducement Costs and leasing commissions which become due and payable from and after the Closing Date. For purposes hereof, the term "Tenant Inducement Costs" means any costs and expenses incurred out-of-pocket payments required under a Lease to be paid by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else the landlord thereunder to or for the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership benefit of the Propertytenant thereunder which is in the nature of a tenant inducement, Purchaser hereby agrees to pay all such taxes including specifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances. The term Tenant Inducement Costs shall not include loss of income resulting from any free rental period, it being agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date and that Purchaser shall and does hereby indemnify and save Seller harmless bear such loss from and against all claims and liability for such taxesafter the Closing Date. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions items listed below shall be adjusted between the Seller and Buyer as of this Section 14 shall survive the Closing and not as a result of such adjustment shall be merged therein.added to or subtracted from the Purchase Price and shall be reflected on the Closing Statement delivered at Closing based upon the information provided by Seller and Buyer at the Closing which information the parties agree to provide to the other party: (a) At ClosingFinal readings for telephone, all normal and customarily proratable itemselectric, includinggas, without limitationsewer, all ad valorem taxes and assessments assessed against the Property, prepaid rents water and other expenses and fees payable under any Leases utilities with respect to the Vessels will be made, if possible, on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser Closing and Seller shall pay all outstanding amounts due as of that date which are allocable to the period prior to the Closing. Buyer shall pay to Seller all amounts allocable to the period after the Closing for any prepaid utility bills. If final readings cannot be obtained as of the Closing DateClosing, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except responsible for having all meters read as set forth in Section 14(b) hereinbelow, all such prorations will be soon as possible and a final and not adjustable. No prorations adjustment on a per diem basis shall be made in relation to rents not collected as of after the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect when the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).next reading is available; and (b) On Other items customarily adjusted upon the first business day immediately sale of assets in a transaction involving the purchase and sale of assets similar to the Vessels including advance deposits and gift certificates for future excursion services shall be adjusted by the parties. Seller and Buyer shall diligently attempt to determine the exact amounts of prorations and adjustments prior to or at the day which is sixty (60) days after the Closing DateClosing, or such other date as may be agreed upon in writing by Seller and Purchaser (in any eventhowever, the “Reconciliation Date”), Seller hereby agrees to cause to parties acknowledge that exact amounts may not be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid available on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on agree to re-prorate such items following the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change final bills or statements, except for real estate and personal property taxes which shall not be readjusted except in land usage or ownership the event of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesmanifest error. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The following items, to the extent applicable to periods commencing prior to and ending after the Closing, shall be prorated as of the Closing Date based on the number of days in each such pre-Closing and post-Closing periods: (a) any rent and percentage rent payable pursuant to Seller Leases (which shall be prorated for rent on the basis of the number of days from the Closing Date to the last day in the month in which Closing occurs over the total number of days in the month in which Closing occurs and for percentage rent on the basis of the amount of sales to date in the current lease month over a pro rata portion of the break point for that month); and (b) all rebates, amounts and funds on account of, accrued by or due under the Soft Drink Agreements and the RSI Dividends. To the extent the amount of any credit pursuant to this Section 2.7 cannot be known as of Closing, such amount shall be calculated as soon as practicable after the information is available to allow calculation, and the party owing such credit hereunder shall promptly pay such credit amount to the other party as set forth in this Section 2.7. The net amounts of such prorations shall be paid: (i) by Seller to Buyer, if Buyer is entitled to a credit therefor, by wire transfer of immediately available funds to an account designated in writing by Buyer or (ii) by Buyer to Seller, if Seller is entitled to a credit therefor, by wire transfer of immediately available funds to an account designated in writing by Seller. Notwithstanding the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing2.7, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Taxes shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in accordance with Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)8.4. (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll non-delinquent rents, all normal and customarily proratable items, including, without limitation, all ad valorem taxes real property taxes, general and special assessments, water use fees, irrigation project assessments, non-separately billed utilities and other services (if Buyer continues such services), will be prorated as of the Closing. In making all prorations, Buyer will be credited or debited with all matters for the day on which the Closing occurs. Seller will pay to Buyer all unearned advances. All existing improvement liens or special assessments assessed against affecting the Property, prepaid rents the installments under which are not yet due, will become Buyer's obligation upon the Closing and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall may be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined)conveyed subject thereto. (b) On All items to be prorated between Seller and Buyer, as well as other charges and credits reflected on the first business day immediately prior closing statement(s), will be based upon the best information available to the day which is sixty parties at the time of Closing. If ad valorem real property taxes have not been assessed for the current year, or the tax rate has not been established by the relevant taxing authority, then ad valorem taxes will be prorated based upon the tax rate for the preceding year applied to the latest assessed valuation. If, following the Closing, any party discovers that any item prorated, charged or credited pursuant to the provisions of this subparagraph was erroneous, or was based upon an inaccurate estimate, then such party will notify the other party of such error and an appropriate adjustment will be made between the parties so that any item will have been correctly and accurately prorated, charged or credited between the parties. The amount of any adjustment will be due and payable by the appropriate party ten (6010) days after the Closing Date, or following demand for payment thereof accompanied by such other date documents as may be agreed upon in writing by Seller and Purchaser (in any event, reasonably required to establish the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as accuracy of such adjustment. The provisions of this subparagraph will survive the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofClosing. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At Closing, Buyer and Seller agree that all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwiseitems normally prorated, includingincluding those listed below (but not including Taxes), without limitation, all utilities servicing relating to the Property, and any dues and assessments of home or condominium owners’ associations, Acquired Assets shall be prorated between Purchaser and prorated, with Seller as of liable to the extent such items relate to any time period prior to the Closing Date, Seller being charged and credited Buyer liable to the extent such items relate to periods commencing on the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) assessments and other charges (other than Taxes), if any, relating to the ownership, use or business of the Acquired Assets; (ii) any prepaid expenses or expenditures relating to the Acquired Assets; provided, however, that if a prepaid expense relates to Seller’s entire electric system and not just that part of the electric system located within Indian River Shores, the amount to be prorated shall be 30/185 of the entire amount; (iii) any purchases of Acquired Assets during the six-month period prior to the Closing Date (A) that will have a remaining useful life of more than five years after the Closing Date, (B) that exceed $25,000 per Acquired Asset, and (C) the acquisition of which has been approved by Buyer, such approval not to be unreasonably withheld, conditioned or delayed; (iv) rent and all other items (including prepaid services or goods) payable under any of the Assumed Contracts; (v) sewer rents and charges for all water, telephone, electricity and other utilities for Substation #9; and (vi) fees or charges (other than Taxes) imposed by any Governmental Authority. (b) In connection with the prorations referred to in (a) above, in the event that actual figures are not available as of same up to such the date and Purchaser being charged and credited for all of same on and after such date. If immediately preceding the assessments for any such proratable items for Closing Date, the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of actual amounts accrued through the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day date immediately prior to the day Closing Date or paid for the most recent year (or other appropriate period) for which is actual amounts paid are available. Such prorated 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. Prorations measured by calendar days shall be based on the number of days in a year or other appropriate period (i) before the Closing Date and (ii) on and after the Closing Date. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 3.08. (c) To the extent that the proration of an item under this Section 3.08 allocates a portion of such item to a period (or portion thereof) ending before the Closing Date, such portion shall constitute an Excluded Liability. To the extent that the proration of an item under this Section 3.08 allocates a portion of such item to a period (or portion thereof) ending on or after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in portion shall constitute an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofAssumed Liability. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Rent, Taxes (other than Transfer Taxes discussed in Section 14 shall survive Closing and not be merged therein. (a) At Closing6.12), all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Propertyutilities, and any dues and assessments of home or condominium owners’ associations, prepaid expenses related to the Purchased Assets shall be prorated between Purchaser Seller and Seller Buyer as of the Closing Date, Seller being charged and credited for all . The portion of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items Taxes that are treated as arising during or attributable to the Pre-Closing Tax Period for purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth; (ii) imposed in connection with the sale, transfer or assignment of property; or (iii) required to be withheld, deemed to be equal to the amount which would be payable if the taxable year of Closing have not yet been made, then any for such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of purposes ended on the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined).; and (b) On in the first business day immediately prior case of any other Taxes, including any property Taxes, deemed to be the day amount of such Taxes for the entire period multiplied by a fraction the numerator of which is sixty (60) the number of days after in the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid period ending on the Closing Date and subsequently collected by Purchaserthe denominator of which is the number of days in the entire period, without regard to the date of assessment. All obligations due in respect of periods prior to and including the Closing Date (other than Cure Claims), including any Pre-Closing Tax Period, shall be the obligations of Seller, and all obligations due in respect of periods after the Closing Date to the extent related to the Purchased Assets shall be the obligations of and shall be paid in full or otherwise satisfied by Buyer. Seller shall provide reimbursement for any Tax or other obligation for which it is liable pursuant to this Section 6.13 that is payable or paid by Buyer within twenty (b20) any savings resulting from any tax abatements days after written demand therefore. Rent shall be prorated on the Property for the year basis of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and thirty (ii30) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofday month. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions 12.1. Rents (exclusive of this Section 14 shall survive Closing delinquent rents, but including prepaid rents); refundable security deposits and, if applicable under the laws of the State of North Carolina, interest thereon (which will be assigned to and not be merged therein. (a) At assumed by Purchaser and credited to Purchaser at Closing, all normal and customarily proratable items, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents ); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes, operating expenses and fees payable under which are reimbursable by the tenants for the period prior to the Closing Date less any Leases on amount previously paid by the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, Tenants shall be prorated between Purchaser credited to Seller; and Seller other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, Seller being charged and credited for all against the balance of same up the cash due at Closing. Assessments payable in installments which are due subsequent to such date and Purchaser being charged and credited for all of same on and after such datethe Closing Date shall be paid by Purchaser. If the assessments for amount of any such proratable of the items for to be prorated is not then ascertainable, the year of Closing have not yet been made, then any such prorations adjustments thereof shall be based upon on the prior year’s assessmentsbasis of the most recent ascertainable data. Except as set forth in Section 14(b) hereinbelowIn addition, subject to the provisions of Paragraph 25 below, Purchaser shall give Seller a credit at closing for all such escrows, reserves and holdbacks held by the lender under the Loan Documents, which escrows, reserves and holdbacks shall be assigned to Purchaser. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and not adjustable. No prorations shall be made in relation to rents not collected as of including the Closing Date, but after the payment to Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if anyof all current basic rent, shall be accounted for between 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 and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to the day which is sixty (60) Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the Closing Date, or such other date as may be agreed upon in writing by Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and Purchaser (not previously delivered to Seller in any eventaccordance 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 “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, as Purchaser shall pay to Seller said additional Post-Closing Receipts and the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, delivery and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership recording of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesdeed. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingAll income and expenses arising from the conduct of the business and operations of the Cox Stations and the RRC Station on the one hand, all normal and customarily proratable itemsthe Salem Station, includingon the other hand, shall be prorated between Cox and Salem in accordance with generally accepted accounting principles as of 12:01 a.m., on the Closing Date. Such prorations shall include, without limitation, all ad valorem taxes and assessments assessed against the Propertyapplicable property taxes, prepaid business and license fees, annual FCC regulatory fees, power and utility expenses, rents and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred (excluding amounts paid as capital expenditures in connection with real property, whether leased or owned), and similar prepaid and deferred items attributable to the ownership and operation or maintenance of the Property under any Service Contracts or otherwiseStations. The parties shall use commercially reasonable efforts to provide each other a list of all known proratable items and payables for the Stations at least five (5) days before the Closing Date; (b) The prorations and adjustments contemplated by this Section, including, without limitation, all utilities servicing to the Property, and any dues and assessments of home or condominium owners’ associationsextent practicable, shall be prorated between Purchaser made on and Seller as of the Closing Date. As to those prorations and adjustments not ascertained on the Closing Date, Seller being charged adjustments and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as accordance with the procedures set forth in SECTIONS 4.2(C) and 4.2(D); (c) Within ninety (90) days of the Closing Date, but Purchaser Cox shall make deliver to Salem a commercially schedule of its proposed prorations (which shall set forth in reasonable attempt to collect detail the same basis for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, those determinations) for the Salem Station (the "Cox Proration Schedule"). The Cox Proration Schedule shall be accounted for between Purchaser conclusive and Seller on binding upon Salem unless Salem provides Cox with written notice of objection (the Reconciliation Date "Notice of Disagreement") within one hundred twenty (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Salem ("Salem's Proration Amount"). Cox shall have fifteen (15) days from receipt of a Notice of Disagreement to accept or such other date as may be agreed upon in writing reject Salem's Proration Amount. Payment by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, Salem or Purchaser hereby agrees to pay to SellerCox, as the case may be, a payment in an amount which reflects of the proration amounts determined pursuant to this SECTION 4.2(C) shall be due fifteen (15) days after the last to occur of (i) net adjustments Salem's acceptance of the Cox Proration Schedule or failure to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year give Cox a timely Notice of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, Disagreement and (ii) Cox's acceptance of Salem's Proration Amount or fai▇▇▇▇ to reject Salem's Proration Amount within fifteen (15) days of receipt of a Notice of Disagreement; (d) Within ninety (90) days of the Closing Date, Salem shall deliver to Cox a schedule of its proposed prorations (which shall set forth in reasonable detail the basis for those determinations) for the Cox Stations and the RRC Station (the "Salem Proration Schedule"). The Salem Proration Schedule shall be conclusive and binding upon Cox unless Cox provides Salem with a Notice of Disagreement within one hundred twenty (120) days after the Closing Date, which notice shall state the prorations of expenses proposed by Cox ("Cox's Proration Amount"). Salem shall have fifteen (▇▇) days from receipt of a Notice of Disagreement to accept or reject Cox's Proration Amount. Payment by Cox or Salem, as ▇▇▇ ▇ase may be, of the proration amounts determined pursuant to this SECTION 4.2(D) shall be due fifteen (15) days after the last to occur of (i) Cox's acceptance of the Salem Proration Schedule ▇▇ ▇▇ilure to give Salem a timely Notice of Disagreement and (ii) Salem's acceptance of Cox's Proration Amount or failure to reject Cox's Pr▇▇▇▇▇on Amount within fifteen (15) days of rec▇▇▇▇ of a Notice of Disagreement; and (e) In the event of any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else disputes between the parties as to the contrary prorations and adjustments described in this Section, the amounts not in dispute shall nonetheless be paid at the time provided in this Section 14and such disputes shall be determined by an independent certified public accountant of national recognition (other than a firm which then serves as the independent auditor for Cox or Salem or any of their respective affiliates) mutually acceptable to the parties with the fees and expenses of such accountant being paid one half by Cox and one half by Salem. Any payment required by Cox to Salem or by Salem to Cox, as the case may be, under this Section shall be paid by wire transfer of immediately available funds to the account of the payee with a financial institution in the United States as designated by such party in the Salem Proration Schedule or Cox Proration Schedule, as the case may be. If either Cox or Salem fails to pay when due any amount under SECTION 4.2(C) or 4.2(D), interest on such amount will accrue from the date payment was due to the date such payment is made at a per annum rate equal to the Prime Rate plus two ---- percent (2%), and such interest shall be payable upon demand. Notwithstanding the provisions of SECTION 4.2(C), (D) and (E) of this Agreement, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any taxes to be prorated pursuant to this SECTION 4.2 is not known by ninety (90) days after the Closing Date, then the amount will be estimated as of such date, and all deposits held on behalf once the amount of Seller by utility companies with respect such taxes is known, Salem shall pay to Cox, or Cox shall pay to Salem, as the Propertycase may be, the net amount due as a result of the actual apportionment of such taxes.

Prorations. The provisions 12.1. Rents (exclusive of this Section 14 shall survive Closing delinquent rents, but including prepaid rents); prepaid associations dues, if any; water and not be merged therein. (a) At Closing, all normal other utility charges; fuels; prepaid operating expenses; real and customarily proratable items, including, without limitation, all ad valorem personal property taxes and installments of special assessments assessed against which are due in the Property, prepaid rents year in which the Closing Date occurs; and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, similar items shall be prorated between Purchaser and Seller adjusted ratably as of 11:59 p.m. on the Closing Date, Seller being charged and credited for all against the balance of same up the cash due at Closing. Assessments payable in installments which are due in years subsequent to such date and Purchaser being charged and credited for all of same on and after such datethe year in which the Closing Date occurs shall be paid by Purchaser. If the assessments for amount of any such proratable of the items for to be prorated is not then ascertainable, the year of Closing have not yet been made, then any such prorations adjustments thereof shall be based upon on the prior year’s assessmentsbasis of the most recent ascertainable data. Except as set forth in Section 14(b) hereinbelow, all such All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. Refundable security deposits will be assigned to and not adjustableassumed by Purchaser and credited to Purchaser at Closing. 12.2. No prorations shall be made in relation All rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to rents not collected as of and including the Closing Date, but after the payment to Purchaser of all current basic rent, shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) business days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall make a pay such Post-Closing Receipt to Seller. Purchaser shall use commercially reasonable attempt efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder (but in no event will be obligated to retain legal counsel or the same for Seller's benefit after Closing, but shall not be required services of an outside collection agency or to initiate legal proceedings in furtherance thereof) and may deduct from such attempt, and Post-Closing Receipts so collected its reasonable out-of-pocket costs incurred in so collecting such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) Post-Closing Receipts. Within 120 days after the Closing Date, or such other date as may be agreed upon in writing by Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and Purchaser (not previously delivered to Seller in any eventaccordance 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 “Reconciliation Date”), accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as and the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected confirmation thereof by Purchaser, and (b) any savings resulting from any tax abatements on Purchaser shall pay to Seller said additional Post-Closing Receipts. Paragraph 12.2 of this Agreement shall survive the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, delivery and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership recording of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesDeed. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingSubject to Buyer's obligations therefor pursuant to the Lease, all normal and customarily proratable items, including, without limitation, all ad valorem real property taxes and assessments assessed against assessments, personal property taxes (if any), rent (whether prepaid or applicable to the Propertycurrent rental period), prepaid rents utilities and all other expenses items of income and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection expense with the operation or maintenance of respect to the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser Seller and Seller Buyer as of the Closing Date. Seller shall receive 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, but only to the extent that such deposits and/or bonds are assignable and are in fact assigned to Buyer. Buyer shall receive a credit in escrow in an amount equal to (i) the security deposit held by Seller being charged pursuant to Section 36 of the Lease (i.e., $11,648.84), and credited for all (ii) the balance of same up the escrow account established pursuant to such date and Purchaser being charged and credited for all Section 53 of same the Lease (the "Escrowed Funds"), provided that the Escrowed Funds are released to Seller on and after such dateor before the Closing Date. If either Buyer or Seller receives any revenues attributable to the assessments for any period during which it is not the owner of the Property, said party shall promptly forward such proratable items for amounts to the year other party (if such revenues are only partially attributable to the period during which said party is not the owner of Closing have not yet been madethe Property, then any such prorations the amount paid to the other party shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected proration as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter definedas set forth above). (b) On Buyer and Seller shall cooperate to produce on or before the first business day immediately prior to the day Closing Date a schedule of prorations which is sixty (60) days after 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 other date later time as may be agreed upon required, in writing by Seller the exercise of due diligence, to obtain the necessary information for proration. Any net credit due one party from the other as a result of such post-closing prorations and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to adjustments shall be paid to Purchaser, or Purchaser hereby agrees the other in cash immediately upon the parties' written agreement to pay to Seller, as the case may be, a payment in an amount which reflects (i) net final schedule of post-closing adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereofprorations. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.

Prorations. The provisions following shall be apportioned with respect to ---------- the Property, based on the number of this Section 14 days Seller and Purchaser each own the Property in the month, tax year or other applicable period in which the Closing occurs, as of 12:01 a.m. on the Closing Date, as if Purchaser were vested with title to the Property during the entire day which is the Closing Date; provided, however, in the event that Seller receives the net proceeds from the closing escrowee after 1:00 p.m. (Chicago, Illinois time) on the Closing Date and, as a result of Seller receiving such funds after such ▇▇▇▇ ▇▇▇▇▇▇ is unable to invest the net proceeds from the transaction with Seller's bank on the Closing Date, then, for purposes of apportionments, Purchaser shall survive be deemed vested with title to the Property beginning on the next business day following the Closing Date (it being intended that, in the event that the day following the Closing Date is not a business day, Seller shall be deemed vested with title during the Closing Date and on all consecutive days, if any, subsequent to the Closing Date that are not be merged therein.business days): (a) At Closing, all normal collected rents and customarily proratable items, other sums received under Leases other than Security Deposits ("Rents"); (b) all unapplied cash Security Deposits; (c) taxes and assessments (including, without limitation, all ad valorem personal property taxes and assessments assessed against the Property, prepaid rents and other expenses and fees payable under any Leases on the Personal Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date, Seller being charged and credited for all of same up to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall rent taxes, if any, and real estate taxes and assessments) levied against the Property; (d) pre-payments and accrued amounts due under any Service Contracts; (e) water, sewer, gas, electricity, telephone and other utility and fuel charges for which Seller is liable, if any; such charges to be accounted for between Purchaser and Seller apportioned at Closing on the Reconciliation Date basis of the most recent meter reading occurring prior to Closing (hereinafter defined).which Seller shall request to be read not more than three (3) days prior to Closing) or, if unmetered, on the basis of a current ▇▇▇▇ for each such utility; (bf) On the first business day immediately prior fees paid for assignable licenses or permits, if any; and (g) all other ordinary, customary and necessary expenses pertaining to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on operation of the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or together with those expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else unique to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership operation of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser as expenses under the Metrogate Agreement (as defined in Section 11.Y. below) (other than insurance premiums for Seller's insurance policies which shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closingnot be prorated, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller as they will be credited at Closing with the amount cancelled as of any and all deposits held on behalf of Seller by utility companies with respect to the PropertyClosing).

Prorations. (a) Seller shall be responsible for and shall pay all personal property taxes, ad valorem taxes and assessments which are past due or have become due with respect to any of the Restaurant Assets or the Real Property on or before the Closing Date, together with any penalty or interest thereon. The provisions of this Section 14 Seller and Buyer shall survive cause to be prorated through the Closing Date all (i) applicable personal property taxes and ad valorem taxes arising with respect to the Restaurant Assets or the Real Property for the current assessment period and (ii) accrued vacation attributable to Seller's employees (and hired by Buyer) and not yet due or paid as of the Closing Date. Seller shall, at Closing, pay Buyer an amount equal to the Seller's prorated portion of such taxes and/or accrued vacation, and Buyer thereafter shall timely pay such amount to the appropriate taxing authority or employee, respectively. If current tax bills are not available as of the Closing Date, the prior year's tax bills will be merged thereinused for purposes of making a tentative proration at the Closing, and a final proration shall be made promptly when the current tax bills are received. The Seller shall (and the Shareholders shall cause Seller to) remit any additional amounts due to Buyer within sixty (60) days of receipt of written notice thereof from Buyer (which notice shall include reasonable evidence of the taxes owed and a statement of the amount claimed of Seller). The Buyer shall remit to the Seller any excess amounts previously paid by Seller (as well as reasonable evidence of the taxes owed and a statement regarding the excess amounts) promptly upon receiving the current year's tax bills and determining the amount of such excess. (ab) At Except for insurance premiums on the policies being retained by Seller, at the Closing, all normal and customarily proratable prorated items, including, including without limitation, all ad valorem taxes maintenance fees and assessments assessed against the Propertyassessments, rent, prepaid rents Yellow Pages advertisements and other expenses and fees payable under any Leases on prepaid obligations and, to the extent available at Closing, utility services being continued to the Real Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser and Seller as of the Closing Date. Seller (or the landlord under any leases, Seller being as appropriate) shall be charged for and credited with all prorated items up to and including the Closing Date and Buyer shall be charged for and credited with all of same up to such date from and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required to initiate legal proceedings in such attempt, and such collections, if any, shall be accounted for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to Premiums for Seller's insurance will not be prorated since Buyer will not assume the contrary in this Section 14, if the Property has been assessed coverage maintained by Seller. Buyer hereby acknowledges that Buyer will be solely responsible for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxesobtaining Buyer's own insurance coverage. (d) At If Buyer desires to have existing utility services continued to the Real Property after the Closing, Buyer shall use its reasonable efforts to make arrangements for such continuation, including advising the provider of such utility services of changes in billing name and address and paying security deposits, if any, are required by the provider of such utility services. Buyer shall be fully responsible and shall pay on time all utility charges after Closing. If Buyer shall not have completed all changes in billing from Seller to Buyer within fifteen (15) days after Closing, Seller willmay, at its election after ten (10) days notice and in its sole discretionopportunity to cure to Buyer, either deliver take actions it deems appropriate to absolve itself of further liability to the utility companies, including but not limited to instructions to terminate services. Whether existing utility services to the Real Property are continued or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Furtherdiscontinued, Seller will be credited at Closing with the amount of any and all deposits held on behalf by the providers of such utility services shall be paid to Seller. (e) The provisions of this Section 1.5 shall survive the Closing. (f) Buyer and Seller by utility companies with respect to the Propertyshall share, co-equally, all real property/title company closing costs including, but not limited to, title insurance, surveys, filing fees and document preparation.

Prorations. The provisions For the purpose of this Section 14 7.5, all references to Transferor shall survive Closing mean collectively Transferor and not be merged thereineach of the Record Title Holders. (a) At Closing7.5.1 Rentals, all normal revenues, and customarily proratable itemsother income, includingif any, without limitation, all ad valorem taxes and assessments assessed against from the Property, prepaid rents taxes, assessments, improvement bonds, service or other contract fees, utility costs, and other expenses and fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with the operation or maintenance of affecting the Property under any Service Contracts or otherwise, including, without limitation, all utilities servicing the Property, and any dues and assessments of home or condominium owners’ associations, shall be prorated between Purchaser Transferee and Seller Transferor as of the Closing Date; provided, Seller being charged and credited for all of same up however, that Transferor shall receive a credit at the Closing in an amount equal to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for any such proratable items for the year of Closing have not yet been made, then any such prorations shall be based upon the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected rentals that are delinquent as of the Closing Date, but Purchaser only to the extent that such delinquent rentals are due and owing from Tenants occupying a portion of the Property on the Closing Date; and provided further, that Transferee shall make be entitled to any and all payments subsequently received in satisfaction of such delinquent rentals, notwithstanding the fact that such rentals are attributable to a commercially reasonable attempt period prior to collect Closing. For purposes of calculating prorations, Transferee shall be deemed to be title holder of the same Property, and therefore entitled to the income and responsible for Seller's benefit the expenses, after 12:01 a.m. on the Closing Date. After the Closing, but Transferor shall not be required have no right to initiate legal proceedings proceed in such attempt, and such collections, if any, shall be accounted any manner or make any claim against Tenants for between Purchaser and Seller on the Reconciliation Date (hereinafter defined). (b) On the first business day immediately prior to the day which is sixty (60) days after rents that were delinquent as of the Closing Date, except to the extent that any such person no longer occupies any portion of the Property. All non-delinquent real estate taxes or assessments on the Property shall be prorated based on the actual current tax ▇▇▇▇, but if such other date as may be agreed upon in writing tax ▇▇▇▇ has not yet been received by Seller and Purchaser (in any eventTransferor by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the “Reconciliation Date”)parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Transferor shall have borne all real property taxes, Seller hereby agrees including all supplemental taxes, allocable to cause the period prior to be paid the Closing and Transferee shall bear all real property taxes, including all supplemental taxes, allocable to Purchaserthe period from and after the Closing. If any expenses attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, or Purchaser hereby agrees the parties shall make any necessary adjustment after the Closing by cash payment to pay the party entitled thereto so that Transferor shall have borne all expenses allocable to Sellerthe period prior to the Closing and Transferee shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 7.5 shall survive the Closing. 7.5.2 Fifteen (15) Business Days prior to the Closing, as Escrow Agent shall deliver to each of the case may be, parties for their review and approval a payment in an amount which reflects preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") setting forth (i) net adjustments the proration amounts allocable to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership each of the Property, Purchaser hereby agrees parties pursuant to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.this Section

Prorations. The 11.1 Subject to the provisions of this Section 14 shall survive Closing and not be merged therein. (a) At ClosingParagraph 11, all normal revenues and customarily proratable itemsexpenses relating to the Property shall be prorated as of the Close of Escrow. Expenses relating to the Property, including without limitation, real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis, and revenues relating to the Property, including, without limitation, all ad valorem taxes and assessments assessed against the Property, prepaid rents rentals and other income (including, without limitation, common area charges and operating cost pass throughs) shall be prorated on a cash received basis, subject to the provisions set forth in Paragraph 11.5 below. It is understood that Buyer shall not be entitled to any income or revenue, and shall not be obligated for costs and expenses, under the CRG Agreements (as defined in Paragraph 22.22 below) (except as may be provided to the contrary in the Final CRG Lease). Such proration shall be made as of 11:59 p.m. Pacific Standard Time on the day immediately preceding the Closing Date (the “Proration Time”). Buyer shall be responsible for all real estate tax reassessment and increase as a result of the transactions contemplated under this Agreement. Seller shall be entitled to all tax refunds for periods prior to the Close of Escrow, and Buyer shall remit the same to Seller promptly after receipt; provided, however, that Buyer shall first deduct therefrom any portions thereof which are due to any of the tenants under the Leases and shall remit the same to such tenants. All monthly prorations shall be calculated on actual days of the applicable month and all annual prorations shall be calculated based on a 365-day year. Prior to the Closing Date, Seller and Buyer shall agree upon a schedule of expenses and prorations (“Proration and Expense Schedule”). If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment because the information is unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available, but in all events no later than April 30, 2008 (the “Survival Cut-Off Date”). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1, the obligations of the parties under this Paragraph 11 shall survive the Close of Escrow through the Survival Cut-Off Date and shall not be merged with the Deed until the expiration of the Survival Cut-Off Date. The foregoing terms of this Paragraph 11.1 are subject to the terms of Paragraphs 11.2 through 11.5 below. 11.2 The leasing commissions, attorneys’ fees payable under any Leases on the Property, prepaid and accrued but unpaid expenses incurred in connection with leasing, and improvement allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be the operation sole responsibility of Seller and shall be paid by Seller at or maintenance prior to, or an appropriate credit therefor shall be provided by Seller to Buyer upon, the Close of Escrow; upon such payment and/or credit, Seller shall have no further obligations whatsoever with respect to the amounts and items set forth in such Schedule 11.2. Notwithstanding the foregoing or anything to the contrary, (a) the tenant improvement allowance in the amount of $330,001.42 relating to the space leased by C▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. (the “C▇▇▇▇▇▇ Allowance”) shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any portion of such amount paid by Seller prior to the Close of Escrow (without obligation to do so) shall be credited to Seller upon the Close of Escrow, and (b) all other leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures for any Leases or Lease amendments, whether with respect to base lease term (for Leases or Lease amendments executed after the date hereof), future expansions, renewals, or otherwise, shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any such amounts paid by Seller relating thereto (without obligation to do so) shall be credited to Seller upon the Close of Escrow; provided, however, Buyer shall not be responsible for leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures relating to the CRG Agreements or any space covered solely by the Final CRG Lease (except as may be set forth to the contrary in the Final CRG Lease). 11.3 As of the Property under Close of Escrow, Seller shall not be responsible for any Service Contracts charges, fees, assessments or otherwiseother amounts relating to utilities, including, without limitation, all utilities servicing those for sewer, electricity, water and gas (the Property“Utility Charges”), which are incurred from and any dues and assessments of home or condominium owners’ associations, after the Closing Date. Buyer shall be prorated between Purchaser responsible to have the applicable utility companies switch service into Buyer’s name at Closing and shall be solely responsible to pay all Utility Charges accruing after the Close of Escrow. Without limiting the foregoing, Seller may instruct any utility company that Seller no longer owns the Property and shall not be responsible for Utility Charges accruing after the Close of Escrow. Additionally, it is understood that Seller, prior to the Close of Escrow, may b▇▇▇ Tenants for electricity/power charges that may not be fully reimbursed to Seller by such Tenants as of the Closing Date, Seller being charged Close of Escrow (the “Utility B▇▇▇ Amounts”). Buyer shall b▇▇▇ and credited for all of same up use reasonable efforts to such date and Purchaser being charged and credited for all of same on and after such date. If the assessments for collect any such proratable items for Utility B▇▇▇ Amounts in the year ordinary course of Closing have business (and such Utility B▇▇▇ Amounts shall not yet been madebe forgiven, then any such prorations shall be based upon reduced, deferred, delayed or suspended by Buyer) through the prior year’s assessments. Except as set forth in Section 14(b) hereinbelow, all such prorations will be final and not adjustable. No prorations shall be made in relation to rents not collected as of the Closing Survival Cut-Off Date, but Purchaser shall make a commercially reasonable attempt to collect the same for Seller's benefit after Closing, but shall not be required obligated to initiate engage a collection agency or take legal proceedings in action to collect any such attempt, and such collections, if any, amounts. Buyer shall be accounted entitled to retain ten percent (10%) of the Utility B▇▇▇ Amounts that it collects for between Purchaser and delivery to Seller on hereunder. Seller shall have the Reconciliation Date right to seek collection of any Utility B▇▇▇ Amounts applicable to any period before the Close of Escrow from any Tenants, but shall not have the right to evict Tenants or to terminate or threaten to terminate any such Tenant’s Lease or right to possession of its premises. Any Utility B▇▇▇ Amounts actually collected by Buyer to which Seller is entitled hereunder shall be promptly delivered by Buyer to Seller (hereinafter definedafter deducting the 10% set forth above to which Buyer is entitled). 11.4 Buyer shall be credited and Seller shall be charged with (bbut Seller shall retain as its sole and separate property, notwithstanding any contrary provision in this Agreement) On any security deposits and advanced rentals in the first business day immediately prior nature of security deposits made by the lessees/licensees (the "Tenants”) under the Leases, except to the day which is sixty extent the same have been applied in accordance with the terms of said Leases (60) days after the Closing Date, or such other date as may be agreed upon in writing by Seller and Purchaser (in any event, the “Reconciliation Date”), Seller hereby agrees to cause to be paid to Purchaser, or Purchaser hereby agrees to pay to Seller, as the case may be, a payment in an amount which reflects (i) net adjustments to any prorations made at Closing under Section 14.(a), above, as to (a) any and all rents delinquent and unpaid on the Closing Date and subsequently collected by Purchaser, and (b) any savings resulting from any tax abatements on the Property for the year of Closing resulting from a challenge brought by either party hereto and the costs or expenses incurred by the challenging party in that regard, and (ii) any costs and expenses incurred by Purchaser under Section 32.(b)(ii) hereof. (c) Notwithstanding anything else subject to the contrary in this Section 14, if the Property has been assessed for property tax purposes at such rates as would result in reassessment (i.e., "roll-back" taxes) based upon a change in land usage or ownership provisions of the Property, Purchaser hereby agrees to pay all such taxes and Purchaser shall and does hereby indemnify and save Seller harmless from and against all claims and liability for such taxes. (d) At Closing, Seller will, at its election and in its sole discretion, either deliver or credit to Purchaser any and all tenant security deposits then actually held by Seller under Leases covering the Property. Seller will have no responsibility for security deposits not held by Seller at Closing. Further, Seller will be credited at Closing with the amount of any and all deposits held on behalf of Seller by utility companies with respect to the Property.Paragraphs 21.3