Common use of Prorations Clause in Contracts

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1(a) All items of revenue and expenses with respect to the Venture, the Facility Owners, the Operating Tenant, the Operating Subtenants and the Facilities shall be prorated 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). Rents Original Company shall be entitled to all revenue and shall be responsible for all expenses for the period of time up to the Apportionment Time, and Purchaser shall be entitled to all revenue and shall be responsible for all expenses for the period of time after the Apportionment Time. Such adjustments shall be reflected on the Closing Statement (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and assumed by Purchaser and credited to Purchaser at Closing); prepaid shall increase or accrued decrease (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees Purchase Price taking into account the parties respective interests in the amount of 5%; real and personal property taxes; and other similar items Original Company. All prorations shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be made on the basis of the most recent ascertainable dataactual number of days in the year and month in which the Closing occurs or in the period of computation. All prorations will Any item which cannot be final except as to delinquent rent referred to 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 Paragraph 12.2 each case with the time frames set forth in Section 8.04(b) below. 12.2. All basic rent paid following (b) As soon as reasonably practicable after Closing, and in no event later than the six (6) month anniversary of Closing, Seller and Purchaser shall agree on the final determination of all prorations included on the Closing Date by any tenant Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the final determination of all such prorations within sixty days after Purchaser’s receipt of the Property who is indebted under a lease final tax bills for basic rent for any period prior all relevant periods with respect to and including all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Date after Statement as shown on the payment to Purchaser of all current basic rent Proration True-Up Statement, shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within cash by the party obligated therefore within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery date of the PostProration True-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedUp Statement.

Prorations. 12.113.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%6% of prorated rents credited to Purchaser; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against to the balance of the cash due at Closing. To Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the extent most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any escrows or bond repayment deposits established such utilities (so long as no more than thirty (30) days in connection with advance in the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the proceeds in said escrows Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. The fees or commissions payable to said consultants (if any) shall be final except treated as a portion of the real estate tax liability to delinquent rent referred to in Paragraph 12.2 below. 12.2be pro-rated as of the Closing Date. All basic rent paid following costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of the Closing Date by so that Seller shall be responsible for any tenant costs associated therewith prior to the Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement (except prorations for real and personal property taxes which shall be deemed final as prorated on the Closing Date) shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such prorations; provided, however, that such prorations shall be deemed final and not subject to further post-closing adjustments at 5:00 PM Chicago time on the day which is thirty (30) days following Closing, at which time all prorations shall be deemed final and not subject to further post-closing adjustment. The provisions of the preceding sentence shall survive the Closing. 13.2. Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent that Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent attributable to a tenant's occupancy of a portion of the Real Property who is indebted under a lease for basic rent for any period prior to the date of Closing, free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and including until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date after and said Lease is not assigned to the payment Purchaser. Furthermore, the Seller shall not have the right to retain any portion of any security deposit held by Seller (if any) with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as of the Closing Date. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of all current basic rent an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall be deemed a "Post-commence on the Closing Receipt" until such time as all such indebtedness Date and shall expire on the day which is paid in full. Within ten one hundred eighty (10180) days following subsequent to the date when the public telephone directory pertaining to each receipt by Purchaser of a Post-Property is published subsequent to the Closing ReceiptDate. During such period, Purchaser shall pay such Post-Closing Receipt have the right to Selleruse the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use reasonable efforts to collect all amounts whichthe existing logos or trade name on stationery, upon collectionbusiness cards, would constitute Post-Closing Receipts hereundercontracts or other documents, but and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be liable to replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller for its failure to collect same. Within 120 days currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains have the right to conduct an audit, place a listing and/or advertisement in such publication at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books sole cost and records to verify expense. Such listing and/or advertisement may list the accuracy of the Post-Closing Receipts reconciliation statement Purchaser's name and upon the verification of additional funds owing to Seller, Purchaser shall pay to telephone number. Seller said additional Post-Closing Receiptsmay also place a listing and/or advertisement in such publication, and in the event Seller's audit discovers additional Postthat Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-Closing Receipts greater than $5,000.00, Purchaser shall pay rata credit for such portion of the cost of performing Sellersuch listing and/or advertisement attributable to the period after Closing. (d) In the event any third party (such as telephone company or billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's audittemporary license set forth in this paragraph shall expire on the date(s) set forth above. Paragraph 12.2 If Purchaser continues to use the name currently being used by the Property subsequent to the expiration date of this Agreement temporary license set forth above, then Purchaser shall survive be liable for and shall pay to the Closing owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the delivery and recording laws of the deedstate where such Property is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. 12.1. Rents Subject to the other provisions of this Section, the items pertaining to the Project that are identified in this Section shall be prorated between the parties on a per diem basis (exclusive employing the actual number of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees calendar days in the amount of 5%; real period involved and personal property taxes; a 365-day year) so that credits and other similar charges with respect to such items for all days preceding the Closing Date shall be adjusted ratably allocated to Seller, and credits and charges with respect to such items for all days including and after the Closing Date shall be allocated to Purchaser. All prorations not specifically agreed to herein shall be made in accordance with customary practice in the county in which the Project is located. This Section 7.D. shall survive the Closing to the extent provided below. The Purchase Price for the Property shall be subject to prorations and credits as follows to be determined as of 12:01 a.m. A.M. on the Closing Date, the Closing Date being a day of income and credited against expense to Purchaser: 1. Rents payable under Tenant Leases. Purchaser shall receive a credit at Closing for all rents collected by Seller prior to the balance of Closing and allocable to the cash due at Closingperiod from and after the Closing Date. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows No credit shall be assigned given the Seller for accrued and unpaid Rent or any other non-current sums due from tenants until said sums are paid. Any portion of any rents collected subsequent to Purchaser the Closing Date and the amounts thereof shall be a credit properly allocable to Seller at the Closing. Assessments payable in installments which are due subsequent periods prior to the Closing Date shall be paid, within thirty (30) days after receipt, to the Seller, but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, shall be paid to Purchaser. Purchaser shall use reasonable efforts for a period of six (6) months after the Closing Date to collect any rent under the Tenant Leases which is past due as of the Closing and remit such collections to Seller within thirty (30) days after receipt; provided, however, Purchaser shall not be obligated to sue ▇▇▇ tenants. Any rent collected from a tenant by Purchaser shall be applied first to any past due rents owed to Purchaser and second to any past due rents owed to Seller; and any rent collected from a tenant by Seller shall be promptly remitted to Purchaser to the extent there are any past due rents owed to Purchaser; provided, however, if Seller uses any special efforts to collect any rent, including filing a lawsuit, any collections by Seller resulting from such special efforts shall be applied first to any past due rents owed to Seller. Seller shall have the right to sue ▇▇▇ants for rent accrued for the period prior to Closing as long as Seller does not sue ▇▇ terminate any Tenant Leases or evict any tenants. 2. Seller shall be entitled to retain all adjustment rent or escalation payments collected under the Tenant Leases and payable for the period prior to Closing for taxes, operating expenses and HVAC charges for the Project, and Purchaser shall retain all such rent or payments payable for the period after Closing. Purchaser shall be responsible for adjusting with the tenants all such payments for the year in which the Closing occurs in accordance with the terms of the Tenant Leases. Upon any final adjustment for the year in which the Closing occurs, Seller shall remit to Purchaser for payment to the tenants any adjustment rent or escalation payments paid to Seller under the Tenant Leases in excess of the amounts due from the tenants for such taxes and expenses, and any amounts due Seller from the tenants shall be promptly remitted to Seller within thirty (30) days after collection from the tenants. Any collections of adjustment rent or escalation payments from tenants shall be applied in the same order as set forth above for base rent. 3. Percentage rents payable under any Tenant Leases shall be preliminarily allocated as of the Closing Date with Seller entitled to any such percentage rents payable for any period prior to the Closing Date and Purchaser entitled to any such percentage rents payable for any period after the Closing Date. Within one hundred twenty (120) days after the end of the fiscal year for each Tenant Lease, Seller and Purchaser shall reprorate such percentage rents based on the portion of the fiscal year for such Tenant Lease during which the Project was owned by Seller and the portion during which the Project was owned by Purchaser, without regard to when during such fiscal year such percentage rents were payable. 4. Real estate taxes imposed in respect of the Project for the current year and to the extent unpaid, for prior years shall be prorated as of the Closing Date. Such proration shall be based on the amount of taxes which would be payable, after any applicable discounts, if the taxes are paid at the earliest possible date, regardless of when such taxes are actually paid. If the amount of any such taxes have not been determined as of Closing, such credit shall be based on the most recent ascertainable taxes and shall be reprorated upon issuance of the items final tax bill. ▇eller shall also give Purchaser a credit for any special assessments against the Project which are due and payable prior to Closing. 5. Utilities and fuel, including, without limitation, steam, water, electricity, gas and oil. The Seller shall cause the meters, if any, for utilities to be prorated is not then ascertainable, read the adjustments thereof shall be day on which the Closing Date occurs and to pay the bills rendered on the basis of the most recent ascertainable datasuch readings. 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 If any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.meter

Prorations. 12.1. Rents 5.4.1 The following shall be prorated between Seller and Purchaser as of 11:59 p.m. on the day preceding the Closing Date (exclusive on the basis of delinquent the actual number of days elapsed over the applicable period) with the Closing Date being a date of income and expense for Purchaser: (a) All real estate taxes, water charges, sewer rents, but including vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). Notwithstanding anything to the contrary contained herein, taxes shall be prorated utilizing the maximum available discount for prepayment of such taxes. (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rents); prepaid associations dues, rentals for periods after the Closing Date and all refundable cash security deposits together with all interest thereon, if any, payable to such tenants (which will be assigned to the extent the foregoing were made by tenants under the Leases and assumed by Purchaser and credited are not applied or forfeited prior to the Closing Date) to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against . Seller shall deliver to Purchaser at Closing any security deposits which are held in the balance form of letters of credit. Rents which are delinquent as of the cash due at ClosingClosing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents for the month preceding the month in which the Closing occurs, third to the rents that shall then be due and payable to Purchaser, and fourth to any escrows or bond repayment deposits established delinquent rents owed to Seller, with Seller's share thereof being held by Purchaser in connection with the Bonds or Existing Bond trust for Seller and Mortgage Documents are not refunded promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller's written consent, which consent may be given or withheld in Seller's sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant's right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall reasonably cooperate with Seller, at Closingno cost to Purchaser, in any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the proceeds in said escrows Property as of the Closing Date, Seller shall be retain all rights relating thereto. (c) All operating expenses. (d) Intentionally deleted. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and the amounts thereof shall be a credit Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Seller Purchaser at the Closing. Assessments payable in installments Closing and annual permit and inspection fees. (g) Utilities which are due subsequent not payable directly to the Closing Date shall be paid utility provider by Purchaser. If the amount of any of the items to be prorated is not then ascertainablea tenant, the adjustments thereof shall be including, without limitation, telephone, steam, electricity and gas, on the basis of the most recent ascertainable data. All prorations will be final except as recently issued bills therefor, subject to delinquent rent referred to in Paragraph 12.2 belowadjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. 12.2. All basic rent paid following (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Intentionally deleted. (k) Intentionally deleted. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the Commonwealth of Pennsylvania subject to Section 7.2.3(a) hereof. (a) Seller shall be given a credit for any payments Seller shall have made as of the Closing Date by any tenant in respect of the Property who is indebted under expenditures described on EXHIBIT I attached hereto and made a lease for basic rent for any period prior to and including part hereof. Notwithstanding the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receiptforegoing, Purchaser shall be obligated to pay such Post-Closing Receipt to Sellerany and all costs and expenses incurred prior to, Purchaser shall use reasonable efforts to collect all amounts whichor from and after, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, in connection with the pre-development of Lot #6 at the Westpark Property. In addition, subject to the provisions of this Section 5.4.2(a), Purchaser shall deliver bear all costs and expenses related to the transactions contemplated by that certain Lease Agreement dated December 30, 1997 by and between Westpark, as landlord, and Behr Process Corporation ("Behr"), as tenant (the "Behr Lease"), as amended by that certain Amendment to Lease Agreement dated August 2, 2001 (the "Behr Amendment") regarding the Expansion Premises (as such term is defined in the Behr Amendment) and Behr's expansion option as set forth in the Behr Lease, including, without limitation, (i) all outstanding construction costs and expenses incurred in connection with the Expansion Premises (which Seller a reconciliation statement estimates to be in the aggregate amount of Post-$1,211,793.25) and (ii) any costs and expenses incurred in connection with correcting outstanding HVAC issues of Behr as set forth in the Behr Amendment. (b) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing Receipts through because of the first 90 days unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that, with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date. Upon If the delivery Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the Post-tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing Receipts reconciliationshall be promptly corrected and the proper party reimbursed, Purchaser which obligations shall deliver survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any Post-Closing Receipts owing new Leases or modifications to Seller and not previously delivered to Seller any existing Leases entered into after the date hereof in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and conditions set forth in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 Section 7.2.3(a) of this Agreement Agreement. 5.4.4 The provisions of this Section 5.4 shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.1Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, periodic fees or assessments under declarations, reciprocal easement agreements or similar agreements to which the Property is subject, utility bills (except as hereinafter provided), amounts payable or paid under any Service Contracts assumed by Purchaser, collected Rentals (subject to the terms of Section 10.4(b) below) accrued interest under the Mortgage Loan and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Rents (exclusive Seller will be charged and credited for the amounts of delinquent rentsall of the Proration Items relating to the period up to and including the Closing Time, but including prepaid rents); prepaid associations dues, refundable security deposits and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which will approval shall not be assigned unreasonably withheld, delayed or conditioned) at least two (2) Business Days prior to and assumed the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and credited Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser at Closing); prepaid (if the preliminary prorations result in a net credit to Purchaser) by increasing or accrued (as reducing the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees cash to be delivered by Purchaser in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event (that is, as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following any utility account, if such a final billing as of the Closing Date by any tenant of the Property who Time is indebted under a lease for basic rent for any period prior to and including then available) no proration will be made at the Closing Date after with respect to utility bills (except to the payment extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers (and if so requested in writing by Purchaser, Seller will provide reasonable and good faith assistance to Purchaser in establishing new utility accounts, at no cost or liability to Seller). A final reconciliation of all current basic rent Proration Items shall be deemed a made by Purchaser and Seller on or before the later of twenty (20) days after Closing and March 15, 2015 (the "Post-Closing Receipt" until Final Reconciliation Date"); provided that such time reconciliation, as all such indebtedness is paid in full. Within ten it relates to real estate taxes, shall be made within thirty (1030) days following the issuance of the tax bills for each receipt Real Property. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Purchaser of a Post-Closing ReceiptSection 3.2 above), Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after will survive the Closing Dateuntil the Final Reconciliation Date (and such period reasonably necessary thereafter for any payment owing under this sentence to be made), Purchaser and in the event any items subject to proration hereunder are discovered on or before the Final Reconciliation Date to be in error so as to result in a monetary adjustment of greater than $500, the same shall deliver to Seller a reconciliation statement of Post-Closing Receipts through be promptly prorated by 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 not previously delivered to Seller parties in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedSection 10.4.

Prorations. 12.1. Rents At least two (exclusive 2) business days prior to, but calculated as of delinquent the Closing Date, all obligations and liabilities listed below relating to the Business and/or Assets will be prorated as of the Closing Date, with Sellers liable to Purchaser therefor to the extent such items relate to any time period up to and including the day prior to the Closing Date, and Purchaser liable to Sellers therefor to the extent such items relate to any time period commencing on or after the Closing Date: personal property, real estate, occupancy and water taxes, if any, on or with respect to the Business and/or Assets; rents, but including prepaid rents)taxes and similar items payable by Sellers under any Assigned Contract; prepaid associations duesthe amount of any license or registration fees with respect to any Permits which are being assigned or transferred hereunder; the amount of sewer rents and charges for water, refundable security deposits (telephone, electricity and other utilities and fuel; and any other items which will be assigned are normally prorated in connection with similar transactions. Sellers agree to furnish Purchaser with such documents and assumed other records as Purchaser reasonably requests in order for Purchaser to calculate all adjustments and prorations pursuant to this Section 1.5. The amount of such prorations owed by Purchaser and credited or Sellers pursuant to this Section 1.5 shall be paid to Purchaser at Closing); prepaid by Sellers or accrued (to Sellers by Purchaser, as the case may be) interest , on the Existing Bond Closing Date and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably treated as of 12:01 a.m. an adjustment to the Purchase Price paid by Purchaser to Sellers on the Closing Date. If current payments with respect to items to be prorated pursuant to this Section 1.5 are not ascertainable on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows such payments shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent recently ascertainable data. 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 ▇▇▇▇ therefor and including the Closing Date 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) days following each receipt by reprorated between Sellers and Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 within 30 days after the Closing Date, Purchaser Date and a cash settlement 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct be made promptly thereafter on an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deeditem by item basis.

Prorations. 12.1. A. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; 1996 (if not paid) and 1997 real and personal property taxes; taxes and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments of record (other than ad valorem taxes) payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, except as to delinquent rent referred to in Paragraph 12.2 12B below. 12.2. B. All basic rent sums 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 including the Closing Date after the payment to Purchaser of all then current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. For a period of sixty days following Closing, Purchaser shall use reasonable efforts send monthly collection notices to collect all amounts which, upon collection, would constitute tenants residing at the Property owing Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect sameReceipts. Within 120 90 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 60 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 not previously delivered to Seller in accordance with the terms hereof. At Seller's expense, Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Seller shall deliver to Purchaser any sums received by Seller after the Closing Date which relate to the period of time after the Closing Date, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's auditalong with an accounting identifying any such sums. Paragraph 12.2 12B of this Agreement shall survive the Closing and the delivery and recording of the deedDeed.

Prorations. 12.1. Rents Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (exclusive the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of delinquent rents(b) below), but including prepaid rents); prepaid associations duesexpenses under the Permitted Exceptions, refundable security deposits (which will be assigned to and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser at Closingfor Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents. The Closing Statement, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items once agreed upon, shall be adjusted ratably as signed by Purchaser and Seller and delivered to the Title Company for purposes of 12:01 a.m. on making the preliminary proration adjustment at Closing Date, and credited against subject to the balance final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made -37- at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to delinquent rent referred utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in Paragraph 12.2 below. 12.2effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. All basic rent paid Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date by has occurred, and in the event any tenant of the Property who is indebted under a lease for basic rent for any period items subject to proration hereunder are discovered prior to and including the Closing Date after Final Proration Date, the payment to Purchaser of all current basic rent same shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt promptly prorated by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller retains and Purchaser hereby agree to use the right to conduct an auditfollowing, at the expense of Seller at reasonable times estimated 2016 real estate taxes and upon reasonable notice, of Purchaser's books and records to verify the accuracy assessments for purposes of the Post-Closing Receipts reconciliation statement and upon the verification proration of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than same at Closing: $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed110,000.00.

Prorations. 12.1. Rents (exclusive All revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items Property shall be adjusted ratably apportioned equitably between the parties as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataactual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. All prorations will The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be final except so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as to delinquent rent referred to and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Purchaser shall include such delinquencies in Paragraph 12.2 below. 12.2. All basic rent paid following its normal billing and shall pursue the collection thereof in good faith after the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to (but 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable required to Seller for its failure to collect samelitigate or declare a default in any Tenant Lease). Within 120 days To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied (except as to the lease with the County of Los Angeles) first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. With respect to the Tenant Lease with the County of Los Angeles, however, first payments collected by Purchaser shall deliver be delivered to Seller until all arrearages and delinquencies have been satisfied. Notwithstanding any of the foregoing, in the event that Purchaser within six (6) months after Closing alters the financial terms of any Tenant Lease of 2,500 square feet or less pursuant to which Seller is owed delinquent rents or charges, then, with respect to rents or charges under such Tenant Lease that are first received by Purchaser after the alteration of the financial terms by Purchaser, such payments shall be payable first as follows: (x) first to Seller for the delinquent rents or charges which are attributable to the two (2) month period just prior to the Closing and (y) second to Purchaser for any then outstanding rental obligations which first become due and payable on or after the Closing and (z) third to Seller for any remaining delinquent rents or charges which are attributable to the period prior to the Closing. For the purpose of the preceding sentence an eviction or termination of any tenant's occupancy is not an alteration of the financial terms of any Tenant Lease. Purchaser may not waive any delinquent rents nor modify a reconciliation statement Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of Post-charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be required to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Receipts through Date, Seller shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the first 90 days earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies applicable to such period. Similarly, if tax refunds become payable for periods during Seller's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). Upon In no event shall Seller be charged with or be responsible for any increase in the delivery taxes on the Property resulting from the sale of the Post-Property or from any improvements made or leases entered into on or after the Closing Receipts reconciliationDate. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the Property, and Purchaser shall deliver transfer all such utility services to Seller any Post-Closing Receipts owing to Seller its name and not previously delivered to Seller account immediately upon Closing; (vi) Service Contracts on the basis of the charge or premium for the period involved; (vii) Tenant improvements costs and leasing commissions for leases, amendments and renewals signed after January 10, 1997, shall be paid by Purchaser if approved by Purchaser in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times management and upon reasonable notice, of Purchaser's books and records to verify the accuracy operation of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser Property. No insurance policies shall pay to Seller said additional Post-Closing Receiptsbe assigned hereunder, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser accordingly there shall pay the cost be no proration of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedinsurance premiums.

Prorations. 12.1(a) Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): all non-delinquent real estate, personal property and ad valorem taxes and assessments on the Property for the year in which Closing occurs as to the Washington Properties and on an accrual basis based on the applicable tax year, which is July 1, 2016 through June 30, 2017, rather than on a calendar year basis for the California Properties, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owners of the Property (on the basis of a 366 day year, actual days elapsed). Rents (exclusive Sellers will be charged and credited for the amounts of delinquent rentsall of the Proration Items relating to the period up to and including the Closing Time, but including prepaid rents); prepaid associations dues, refundable security deposits and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser for Purchaser’s approval (which will approval shall not be assigned unreasonably withheld) seven (7) days prior to and assumed the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and credited Sellers and delivered to the Title 51 Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser at Closing); prepaid (if the preliminary prorations result in a net credit to Purchaser) by increasing or accrued (as reducing the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees cash to be delivered by Purchaser in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If Time, including the amount of any of the items to be prorated is not then ascertainablefinal tax ▇▇▇▇, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All 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 Sellers and Purchaser, subject to the Final Proration Date (as defined below) limitation. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to delinquent rent referred utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in Paragraph 12.2 beloweffect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before the end of the Survival Period (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until the Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. 12.2. All basic rent (b) Purchaser will receive a credit on the Closing Statement for (i) the Acceleration Fee (as defined in the Qanta Lease) payable by Qanta Tenant to the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Center Seller under the Qanta Lease, and (ii) the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Sellers and attributable to any period following the Closing Date Time. After the Closing, Sellers will cause to be paid or turned over to Purchaser all Rentals, if any, received by Sellers after Closing and properly attributable to any tenant period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease) payable to Seller under the Tenant Leases or from other occupants or users of the Property who is indebted under a lease for basic rent for any period Individual Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to and including the Closing Date after Time and payment thereof has not been made on or before the payment to Purchaser Closing Time. Delinquent Rentals will not be prorated. For a period 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 sixty (1060) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after from the Closing Date, Purchaser shall deliver agrees to Seller a reconciliation statement use good faith collection procedures with respect to the collection of Postany Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to conduct lock-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery outs or take any other legal action to enforce collection of any such amounts owed to Sellers by Tenants of the Post-Closing Receipts reconciliation, Purchaser Property. Sellers shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains have the right to conduct an auditpursue Delinquent Rentals after Closing, at provided that Sellers shall not exercise any such remedy for a period of sixty (60) days after Closing. With respect to any Delinquent Rentals received by Purchaser within the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to SellerSurvival Period, Purchaser shall pay to Seller said additional Post-Sellers any rent or payment actually collected during the Survival Period properly 52 attributable to the period prior to the Closing ReceiptsTime. All sums collected by Purchaser during the Survival Period, from such Tenant (excluding Tenant payments explicitly identified by the Tenant as payment for a specific rental period, or payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Sellers in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Sellers. Sellers shall be entitled to institute legal actions to pursue Delinquent Rental after a period of sixty (60) days after Closing, but in no event shall Sellers be permitted to institute eviction proceedings against any Tenant. Any sums collected by Purchaser and due to Sellers will be promptly remitted to Sellers, and any sums collected by Sellers and due to Purchaser will be promptly remitted to Purchaser. Sellers shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash Tenant Deposits (to the extent the foregoing were made by Tenants under the Tenant Leases and are not applied or forfeited prior to the Closing) to Purchaser on the Closing Date. Sellers shall also use commercially reasonable efforts to transfer to Purchaser any Tenant Deposits that are held in the form of letters of credit (the “SD Letters of Credit”) if the same are transferable, at Sellers’ cost (including Sellers’ payment of any third party transfer fees and expenses); if any of the SD Letters of Credit is not transferable, Sellers shall request the Tenants obligated under such SD Letters of Credit to cause new letters of credit to be issued in favor of Purchaser in replacement thereof and in the event such a new letter of credit is not issued in favor of Purchaser by Closing, Purchaser and Sellers shall diligently pursue such replacement after Closing and Sellers shall take all reasonable action, as directed by Purchaser and at Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00’s expense, in connection with the presentment of such SD Letters of Credit for payment as permitted under the terms of the applicable Tenant Lease, and in consideration of Sellers’ agreement as aforesaid, Purchaser shall pay the indemnify, defend and hold Sellers harmless from any liability, damage, loss, cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording or expense resulting from an alleged wrongful drawing upon any of the deedSD Letters of Credit after the Closing.

Prorations. 12.1. Rents Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (exclusive the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of delinquent rents(b) below), but including prepaid rents); prepaid associations duesexpenses under the Permitted Exceptions, refundable security deposits (which will be assigned to and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser at Closingfor Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents. The Closing Statement, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items once agreed upon, shall be adjusted ratably as signed by Purchaser and Seller and delivered to the Title Company for purposes of 12:01 a.m. on making the preliminary proration adjustment at Closing Date, and credited against subject to the balance final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to delinquent rent referred utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in Paragraph 12.2 below. 12.2effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. All basic rent paid Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date by has occurred, and in the event any tenant of the Property who is indebted under a lease for basic rent for any period items subject to proration hereunder are discovered prior to and including the Closing Date after Final Proration Date, the payment to Purchaser of all current basic rent same shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt promptly prorated by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller retains and Purchaser hereby agree to use the right to conduct an auditfollowing, at the expense of Seller at reasonable times estimated 2016 real estate taxes and upon reasonable notice, of Purchaser's books and records to verify the accuracy assessments for purposes of the Post-Closing Receipts reconciliation statement and upon the verification proration of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than same at Closing: $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed110,000.00.

Prorations. 12.1. Rents (exclusive of delinquent rentsa) Real property taxes and assessments; water, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to sewer and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuelsamounts payable under any Service Contracts or other agreements or documents assumed by Buyer in accordance with the terms and conditions of Section 7.2; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the maintenance of the Property (including, without limitation, expenses prepaid operating expenses; management fees by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of 5%; real the prepaid or unamortized portion thereof), shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and personal property taxes; and responsible for the expenses of the day of Closing), on the basis of a 365-day year. Seller shall receive credits at Closing for the amount of any utility or other similar items deposits with respect to the Property if the utility companies agree, in writing, that such deposits shall be adjusted ratably as transferred to Buyer for its account. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of 12:01 a.m. Closing. To the extent Seller does not receive a credit for a deposit, Seller hereby retains the rights to such deposit and to pursue such amounts. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date, and credited against then the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows same shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except calculated 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 including the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time soon as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days reasonably practicable after the Closing Date, Purchaser and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall deliver pay said sum to Seller a reconciliation statement 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 Post-Closing Receipts through (i) the first 90 days after rate of ten percent (10%) per annum or (ii) the Closing Date. Upon prime rate (or base rate) reported from time to time in the delivery “Money Rates” column or section of The Wall Street Journal as being the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereofbase rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Seller retains the right to conduct an audit, at pursue and control any pending tax appeals applicable to periods prior to the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy tax year of the Post-Closing, and Buyer shall cooperate with Seller with respect to such appeals at no material cost or expense to Buyer. Any refund of real property taxes or special assessments relating to the period prior to Closing Receipts reconciliation statement and upon shall be for the verification account of additional funds owing to Seller. To the extent Buyer receives any such refund, Purchaser Buyer shall pay remit such refund to Seller said additional Post-Closing Receiptswithin five (5) business days of receipt thereof. Notwithstanding the foregoing, Buyer and Seller shall reasonably and jointly pursue and control any tax appeals applicable to the current tax year, and the parties shall prorate all costs incurred and recovered in connection therewith based on the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00portion of the proceeds of any tax appeal recovery allocable to each party’s respective period of ownership of the Property. (b) Except as provided in Article IV, Purchaser Section 6.2 and Section 9.5 of this Agreement, (i) Buyer shall pay be responsible for all survey costs, the cost of performing Seller's auditany ALTA policy, title endorsements and other title fees, and all escrow or closing fees, (ii) Seller will be responsible for the County documentary transfer tax, and (iii) all other costs and expenses not listed in subclauses (i) and (ii) above, shall be paid by Buyer and Seller at Closing in accordance with prevailing local custom in the city, county and state in which the Property is located. Paragraph 12.2 The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. (c) The provisions of this Agreement Section 8.5 shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.1. Rents (exclusive of delinquent rentsAll normal and customarily proratable items, but including prepaid rents); prepaid associations dueswithout limitation, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real estate and personal property taxes; taxes and assessments, utility bills (except as hereinafter provided), collected rents and other similar items income, and Operating Contract payments (under Operating Contracts assumed by Buyer), shall be adjusted ratably prorated as of 12:01 a.m. on the Closing Date, Seller being charged and credited against the balance for all of the cash due at Closing. To same relating to the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent period up to the Closing Date shall be paid by Purchaserand Buyer being charged and credited for all of the same relating to the period on and after the Closing Date. If the amount of any such item is not known at the time of the items to be prorated is not then ascertainabledelivery of the Deed, the adjustments thereof such item shall be apportioned on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following comparable period of the prior year with a reapportionment within thirty (30) days of the Closing Date by any tenant or as soon thereafter as the amount of the Property who item is indebted under a lease for basic rent for any period prior actually determined. No proration shall be made in relation to and including delinquent rents, common area expense charges or tax payments (collectively, “Delinquent Rents”) existing, if any, as of the Closing Date Date. To the extent that such Delinquent Rents or reimbursement obligations are paid or payable after the payment Closing, Buyer agrees 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to secure said Delinquent Rents and reimbursements from the tenants (with no obligation, however, to incur any additional out-of-pocket costs with respect thereto) and as soon as the same are received by Buyer, said receipts shall be applied first to any amounts expended by Buyer to secure Delinquent Rents, then to the rents owed by such tenant for any period after Closing, then to the rents owed by such tenant for the month of the Closing, and then to Delinquent Rents. Seller reserves the right to bring suit against tenants of the Property to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable for Delinquent Rent (and other charges due to Seller for its failure the period prior to collect same. Within 120 days after the Closing DateClosing) but Seller may not, Purchaser shall deliver subsequent to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery date hereof, bring suit for possession of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedpremises occupied by such tenants.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water 15.1 Water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); tenant reimbursement obligations for operating expenses paid by Seller for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits to the extent actually transferred hereunder, if any, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond all other utility deposits, if any, may be withdrawn by and Mortgage Documents are not refunded to Seller at Closingand Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the proceeds in said escrows Closing Date shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closingpaid by Seller. Assessments Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it related to the real estate tax proration to the extent such tax contest is successful. All other prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below15.2 below and as provided in Paragraph 15.3. Purchaser shall be credited and Seller will be charged with an amount equal to all Tenant security deposits and interest thereon being held by Seller or Seller's managing agent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credit due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. Seller and Purchaser agree to cooperate in the calculation and reporting of all closing prorations at least two (2) business days prior to the Closing Date. 12.2. 15.2 All basic rent paid following the Closing Date collected by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent Seller shall be deemed a "Post-Closing Receipt" until such time prorated as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.12.01 a.m.

Prorations. 12.1. Rents (exclusive The following shall be prorated as of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will 11.59 p.m. CST on the day immediately preceding the Closing Date and be assigned to and assumed by Purchaser and credited to Purchaser adjusted against the Purchase Price due at Closing); prepaid or accrued : (as the case may bea) interest on the Existing Bond rents and Mortgage Documents, water any other amounts actually collected from tenants and other utility charges; fuels; prepaid operating expenses; management fees in persons using or occupying the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably Property as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows ; (b) utility charges including sewer charges (utility charges shall be assigned prorated based on the last reading of meters prior to Purchaser Closing performed at Seller’s request, if possible) and normally prorated operating expenses for the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which month of Closing that are due subsequent to actually paid as of the Closing Date shall be subject however to Section 6.5 below with respect to ratio utility billing systems (RUBS); and (c) amounts owed by Seller or paid by Purchaser. If for the amount month of any Closing under the Contracts described in Section 3.3 hereof as of the items to be prorated is not then ascertainable, the adjustments thereof shall be Closing Date (on the basis of the most recent ascertainable data. 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 fiscal year or billing period of the Property who is indebted under a person levying or charging for the same). Leasing commissions or finder’s fees (if any) shall be paid in full by Seller for each lease for basic rent for any period entered into after the Effective Date and prior to and including the Closing Date Closing. Within sixty (60) days 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) days following each receipt by Purchaser of a Post-Closing ReceiptClosing, Purchaser shall pay and Seller will make a further adjustment based upon the above proration provisions for such Post-Closing Receipt rents collected or charges paid which accrued or were incurred prior to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, but not billed or paid at that date, including any bills that were not available as of the Closing Date but relate to. expenses incurred prior to the Closing Date and thereafter paid. Except as otherwise stated in this Agreement, all prorations shall be made on a 365-day calendar year basis, based on the actual number of days in the applicable month. The terms of this Section 6.3 shall survive Closing as necessary to accommodate the post-Closing adjustments contemplated herein. Seller and Purchaser shall endeavor to cause the Title Company to prepare draft closing statements containing the prorations and adjustments described in this Section 6 and deliver the same together with invoices or bills for all prorated expenses and other reasonable backup information from Seller no later than 3:00 p.m. CST two (2) business days prior 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive of delinquent a) Rents, including, without limitation, percentage rents, but including prepaid rentsif any, and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); prepaid associations duesreal property taxes and assessments; water, refundable security deposits (which will be assigned to sewer and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuelsamounts payable under any service contracts; prepaid operating expensesannual permits and/or inspection fees (calculated on the basis of the period covered); management fees and any other expenses of the operation and maintenance of the Property (including, without limitation, those expenses listed on SCHEDULE 5 attached hereto already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of 5%; real and personal property taxes; and other similar items the unamortized portion thereof), together with tenant improvement costs, leasing commissions, as provided in Section 7.2 above, shall all be adjusted ratably prorated as of 12:01 a.m. on the Closing Datedate the Deed is recorded, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataa 365-day year. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following Any sums collected by Buyer from tenants after the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time as promptly paid to Seller to the extent of any rents and other sums which were delinquent at Closing, after first applying all such indebtedness is paid in fullamounts collected to current obligations. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser Buyer shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, such delinquent rents but shall not be liable obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. Seller for its failure retains the rights to collect sameany such delinquent rents from tenants after Closing provided that 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 leased premises. Within 120 days after The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property, in which case all such deposits for which Seller receives credit shall remain in place for the benefit of Buyer and Seller shall execute and deliver such documents as shall be necessary to assign such deposits to Buyer. 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, Purchaser then the same shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days be calculated as soon as reasonably practicable after the Closing DateDate and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. Upon Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the delivery basis of the Post-Closing Receipts reconciliationleases and other sources of income and expenses, Purchaser and shall deliver such computation to the Title Company prior to the Closing. (b) Seller shall pay one-half (1/2) of the escrow fee, any Postcounty transfer taxes applicable to the sale, and the costs of obtaining the CLTA portion of the title insurance policy. Buyer shall pay the costs of obtaining the ALTA portion of the title insurance policy, the cost of any endorsements, and one-Closing Receipts owing to Seller half (1/2) of the escrow fee. Recording charges and not previously delivered to any other expenses of the escrow for the sale shall be paid by Buyer and Seller in accordance with customary practice as determined by the terms hereofTitle Company. In addition, Seller retains the right to conduct an audit, at the expense shall be liable for any prepayment fee or other charge payable in connection with any payoff of Seller at reasonable times and upon reasonable notice, deeds of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to trusts or mortgages entered into by Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 . (c) The provisions of this Agreement Section 8.5 shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.113.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); ; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 13.2 below. 12.213.2. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts (excluding litigation) to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 13.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent 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 Subsection 10.4(b) below. (ii) Security Deposits and any prepaid rents, but including prepaid rents); prepaid associations duestogether with interest required to be paid thereon. (iii) Utility charges payable by Seller, refundable security deposits (which will be assigned to including, without limitation, electricity, water charges and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest sewer charges. If there are meters on the Existing Bond and Mortgage DocumentsReal Property, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount Seller will cause readings of all said meters to be performed not more than five (5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on ) days prior to the Closing Date, and credited against a per diem adjustment shall be made for the balance days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to assume. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the cash due tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (vi) The value of fuel stored at Closingthe Real Property, at Seller's most recent cost, including taxes, on the basis of a reading made within five (5) days prior to the Closing by Seller's supplier. To No adjustments shall be made on account of the extent any escrows or bond repayment deposits established in connection with Ground Lease. Seller will be charged and credited for the Bonds or Existing Bond amounts of all of the Proration Items relating to the period up to and Mortgage Documents are not refunded including the Proration Time, and Purchaser will be charged and credited for all of the 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 signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller at Closing, (if the proceeds prorations result in said escrows shall be assigned a net credit to Seller) or by Seller to Purchaser and (if the amounts thereof shall be prorations result in a net credit to Seller Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableDate, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following made on the Closing Date by any tenant basis of the Property who is indebted under actual figures, and a lease for basic rent for any period prior final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall 's insurance policies will not be liable assigned to Seller Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for its failure to collect same. Within 120 days after utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser shall deliver will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for eighteen (18) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller a reconciliation statement 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 proration share of Post-Closing Receipts through building operation and maintenance costs and expenses as provided for under the first 90 days after Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Upon Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the delivery collection of any Delinquent Rental, but Purchaser will have no liability for the Post-Closing Receipts reconciliation, Purchaser shall deliver 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 Post-Tenant. All sums collected by Purchaser from and after Closing Receipts owing 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 and excluding payments on account of 1999 reconciliations of operating expenses, utilities and real estate tax payments or payments in lieu thereof) will be applied first to Seller current amounts owed by such Tenant to Purchaser and not previously delivered then to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing delinquencies owed by such Tenant to Seller, Purchaser shall pay . Any sums due Seller will be promptly remitted to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 56%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items) and taking into account the full discount available for payment of real estate taxes which remain unpaid; 100% of operating expenses which are reimbursable by Eckards, Publix, Beall's Outlet, Fashion Bug, Cli▇▇'▇ ▇▇lliards, Kimsworth Inc. and Ross Dress for Less and 75% of t▇▇ ▇perating expenses which are reimbursable by the balance of the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date after the payment to Purchaser of all current basic basis rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and, and in if the event Seller's audit discovers additional Post-Closing Receipts equal an amount greater than $5,000.005,000, Purchaser shall pay the cost of performing Seller's audit. Seller retains the right to bring suit for collection of delinquent rent against any tenant owing more than $5,000 of delinquent rent to Seller. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. 12.3. Percentage rent payable under the leases shall be prorated as of the Closing Date as follows: 12.3.1. Any percentage rent attributable to a specified period ("Percentage Rent Period") ending prior to the Closing Date shall be promptly paid over to the Seller if and when collected. Seller shall be entitled to all percentage rent attributable to the period prior to Closing Date for any Percentage Rent Period ending prior to Closing Date. 12.3.2. Percentage rent payable with respect to a Percentage Rent Period a portion of which occurs prior to the Closing Date and a portion of which occurs subsequent to the Closing Date shall be apportioned between Purchaser and Seller on the basis of their respective period of ownership during the applicable Percentage Rent Period. Seller shall be entitled to percentage rent determined by multiplying the total percentage rent for such Percentage Rent Period by a fraction, the numerator of which shall be the total number of days in such Percentage Rent Period prior to the Closing Date and the denominator of which shall be the total number of days in the Percentage Rent Period. Purchaser shall be entitled to the remainder of such percentage rent. The amount of such percentage rent allocated to Seller shall be adjusted by the parties and paid by Purchaser or Seller to the other, as appropriate, on the Closing Date based upon the most recently ascertainable financial data for calendar year 1996 and for calendar year 1997 (with percentage rent for calendar year 1997 being based on 75% of the percentage rent payable in calendar year 1996 with no other reproration). Seller shall have similar audit rights as contained in Paragraph 12.2 above.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing)if any; prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes and installments of special assessments which are due in the year in which the Closing Date occurs; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due in years subsequent to the year in which the Closing Date occurs shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 assumed by Purchaser and credited to Purchaser at Closing. 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 including the Closing Date Date, after the payment to Purchaser of all current basic rent 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 pay such Post-Closing Receipt to Seller, . Purchaser shall use commercially reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, hereunder (but shall not in no event will be liable obligated to Seller for retain legal counsel or the services of an outside collection agency or to initiate legal proceedings in furtherance thereof) and may deduct from such Post-Closing Receipts so collected its failure to collect samereasonable out-of-pocket costs incurred in so collecting such Post-Closing Receipts. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to SellerSeller and the confirmation thereof by Purchaser, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedDeed.

Prorations. 12.1(a) At Closing, the following items shall be prorated between Seller and Purchaser as to each Property and Company, as of 12:01 AM on the Closing Date: (i) Fixed rents, additional rents and all other sums and credits due or payable under the Leases in effect as of the Closing Date, as and when collected, subject to Section 2.1(e). (ii) Real Property Taxes based upon the Real Property Taxes for the current or previous year (if current year taxes are unavailable) for each Property. Rents The Parties acknowledge that each Company shall be responsible for any and all Real Property Taxes due and payable after the Closing. If any Real Property Tax bill for the tax year in which the Closing occurs has been issued on or before the Closing Date, the proration shall be based on the actual amount of such bill. If any Real Property Tax bill for the tax year in which the Closing occurs has not been issued on or before the Closing Date (exclusive including, without limitation, in jurisdictions where Real Property Taxes are assessed or billed in arrears), the proration shall be based on one hundred five percent (105%) of the most recent available Real Property Tax bill (or, if higher, one hundred five percent (105%) of the most recent assessed value multiplied by the applicable mill rate or tax rate) for the applicable Property. Such proration of the Real Property Taxes provided in this Section 2.1(a)(ii) shall be readjusted, if necessary, in cash between Purchaser and Seller within thirty (30) days after the tax bill for the applicable tax year is issued. Any refunds of Real Property Taxes made after the Closing shall first be paid to any Tenants who are entitled to such refunds under the Leases and the balance, if any, shall be paid to Seller (for the period prior to the Closing Date) and to Purchaser (for the period commencing on and after the Closing Date). The provisions of this Section 2.1(a)(ii) shall survive the Closing for a period of eighteen (18) months. (iii) Charges and deposits for water, sewer rents, electricity, steam, gas and telephone which are not metered or otherwise charged directly to Tenants under the Leases; provided that if the consumption of any of such utilities is measured by meters, Seller on the Closing Date shall furnish a current (within thirty (30) days of Closing) reading of each meter; and provided, further, that if there is not a meter or if the current bill for any of such utilities has not been issued prior to the Closing Date, the charges therefor shall be adjusted on the basis of the charges for the prior period for which bills were issued and shall be further adjusted when the bills for the current period are issued. (iv) Prepaid expenses paid by each Company pursuant to Miscellaneous Contracts that will be retained by each respective Post-Closing Company or that will otherwise accrue to the benefit of such Post-Closing Company from and after the Closing, and any other operating expenses and liabilities or amounts owed under the applicable Miscellaneous Contracts which are being retained by such Post-Closing Company and incurred prior to the Closing Date. (v) All other revenues from each Property’s operations (other than rents, lease payments, lease application fees and lease termination fees), including for example, fees from on-site services and amenities; provided, however, that all such revenue collected on the Closing Date shall belong to Purchaser. (vi) Without duplication of any other proration set forth above, Seller shall receive a credit at Closing in an amount equal to (y) the cash on hand in each Company’s bank account(s) as of the Closing Date and (z) all lender cash trap, reserve, escrow and/or similar balances. (vii) Such other items as are customarily apportioned between Seller and purchasers of real properties or membership interests in owners of real properties of a type similar to the Properties and located in the same geographic area as the Properties. (b) To the extent a Company, as landlord under the Retail Leases, is collecting CAM Expenses from Tenants under the Retail Leases, Seller and Purchaser shall conduct a reconciliation and determination of the CAM Expenses for the calendar year in which the Closing occurs paid pursuant to the Retail Leases at least three (3) Business Days before Closing. If a Tenant has overpaid any such CAM Expenses through the Closing Date, then, at Purchaser’s option, Seller shall either refund the overpayments directly to such Tenant at the Closing or credit Purchaser at the Closing against the Purchase Price with the amount of such overpayment (in which case such Company shall refund such amount or credit such amount against future payment obligations of such Tenant). If a Tenant has underpaid any such CAM Expenses through the Closing Date, the provisions of Section 2.1(e) concerning the collection of delinquent rentsrents shall also apply to the collection and payment to Seller of such underpayment. Seller and Purchaser agree that as soon as reasonably practicable after the close of the calendar year in which the Closing occurs, Purchaser and Seller shall undertake a final reconciliation for such calendar year of the CAM Expenses with respect to the Retail Leases. Such reconciliation shall be final and binding on Purchaser and Seller. Purchaser shall prepare the final reconciliation, which shall be subject to Seller’s reasonable review and approval. Based on such final reconciliation and other applicable information, Purchaser and Seller shall determine the actual overpayment or underpayment of the CAM Expenses due for the period up to and including the Closing Date and shall reprorate the amount determined at the Closing. (c) If, on the Closing Date, any items of additional rent or charges under the Retail Leases shall not have been ascertained, then such items shall be adjusted as and when the same are collected. (d) Each of Seller and Purchaser (on behalf of itself and the Companies) shall maintain and make available to each other any books or records reasonably necessary for the adjustment of any item pursuant to Section 2.1(c). (e) Any delinquent rents or underpaid CAM Expenses shall not be accrued or prorated at the Closing but shall be treated as set forth in this Section 2.1(e). Any rents or underpaid CAM Expenses for the Properties collected by a Post-Closing Company after the Closing Date shall be applied first to rentals and/or CAM Expenses due and payable for the calendar month in which the Closing occurs, if unpaid, and then to any rents and/or CAM Expenses past due for months following the Closing Date, and then to any rentals and/or CAM Expenses due and payable for months prior to the month in which the Closing Date occurs (the “Arrears”). Any rents and/or CAM Expenses collected by a Post-Closing Company that are to be applied to the Arrears shall be held by such Post-Closing Company for the account of such Arrears payable to Seller and, after deducting therefrom all reasonable third-party expenses incurred by such Post-Closing Company in connection with the collection thereof, including reasonable attorneys’ fees, court costs and disbursements, if any, such Post-Closing Company shall remit such rents received by Purchaser and/or such Post-Closing Company to which Seller is entitled within ten (10) Business Days after receipt thereof. In no event shall Seller have the right to pursue the collection of any delinquent rents or underpaid CAM Expenses following the Closing. Seller expressly agrees that if Seller receives any delinquent rents or underpaid CAM Expenses following the Closing Date which are attributable, in whole or in part, to any period after the Closing Date, Seller shall remit to Purchaser that portion of the monies so received by Seller to which Purchaser is entitled within ten (10) Business Days after receipt thereof. Purchaser shall, and shall cause each Post-Closing Company to (i) use commercially reasonable efforts to collect any and all Arrears from the applicable Tenants and (ii) during the six (6) month period after the Closing, not waive or make any settlement or agreement with respect to any Arrears without Seller’s prior written consent, which shall not be unreasonably withheld; provided, however, neither Purchaser nor any Post-Closing Company shall be required to (A) commence or pursue any eviction proceeding or unlawful detainer action against any Tenant, (B) terminate or threaten to terminate any Lease, (C) engage any collection agency or institute any lawsuit or legal proceeding against any Tenant, or (D) otherwise take any action that would, in Purchaser’s reasonable judgment, materially and adversely affect the relationship between the applicable Post-Closing Company and any Tenant or materially interfere with the ongoing operations of the applicable Property. (f) In the event that (i) any leasing commissions, tenant improvement allowances, lease buyout costs, moving allowances, design allowances, legal fees, finder’s fees, locater fees, and other costs, expenses and allowances expressly provided for under the Leases in effect as of the Closing Date to induce a tenant to enter into a Lease or Lease renewal or extension (the “Tenant Inducement Costs”) have not been paid by a Company as of the Closing or (ii) a Tenant has deposited a security deposit with any Company under the terms of its Lease or has otherwise made a payment of rent or CAM Expenses to a Company in advance (the “Tenant Pre-Paid Amounts”), then Purchaser shall be entitled to a credit against the Purchase Price equal to such Tenant Inducement Costs and/or Tenant Pre-Paid Amounts, but including prepaid rents); prepaid associations duessolely to the extent such Tenant Pre-Paid Amounts are actually held by the Companies as of Closing (or, refundable with respect to security deposits (which will deposits, have not been applied pursuant to the terms of the applicable Lease) or are required to be assigned to and assumed by Purchaser and transferred or credited to Purchaser at Closing); prepaid or the applicable Post-Closing Company under the applicable Lease, including any interest thereon only to the extent required by Applicable Law or such Lease and actually held or accrued by the Companies, and, in each case, without duplication of any amounts otherwise addressed through prorations, credits or otherwise. Notwithstanding the foregoing, Tenant Inducement Costs shall not include any costs incurred at the direction or with the approval of Purchaser after the Effective Date or resulting from leasing decisions made after the Closing. For the avoidance of doubt, if ▇▇▇▇▇▇▇▇▇ has received such a credit at Closing for any Tenant Inducement Costs, the Parties shall cause the manager(s) of each applicable Property or the Company (as the case may be) interest on the Existing Bond to pay when due any Tenant Inducement Costs which become due and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at payable following the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. . (g) If the amount of any of the items described in this Section 2.1 cannot be apportioned at the Closing because of the unavailability of information as to the amounts which are to be prorated is not then ascertainableapportioned or otherwise, the adjustments thereof or are incorrectly apportioned at Closing or subsequent thereto, such items shall be on apportioned or reapportioned, as the basis of the most recent ascertainable data. All prorations will be final except case may be, as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following soon as practicable after the Closing Date by or the date such error is discovered, as applicable; provided that neither party shall have the right to request apportionment or reapportionment of any tenant such item at any time following the one (1) year anniversary of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon Notwithstanding the delivery of the Post-Closing Receipts reconciliationforegoing, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller Purchaser acknowledge and agree that all prorations for Real Property Taxes shall be reprorated in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedSection 2.1(a)(ii).

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against to the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Receipts and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as The Purchase Price for the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items Property shall be adjusted ratably subject to prorations and credits as follows to be determined as of 12:01 a.m. A.M. on the Closing Date, the Closing Date being a day of income and credited against expense to Purchaser: 1. Rents payable under Tenant Leases. Purchaser shall receive a credit at Closing for all rents collected by Seller prior to the balance of Closing and allocable to the cash due at period after Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows No credit shall be assigned given the Seller for accrued and unpaid Rent or any other non-current sums due from tenants unless and until said sums are paid. Any portion of any rents collected subsequent to Purchaser the Closing Date and the amounts thereof shall be a credit properly allocable to Seller at the Closing. Assessments payable in installments which are due subsequent periods prior to the Closing Date shall be paid, promptly after receipt, to the Seller, but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, shall be paid to Purchaser. Seller shall be solely responsible for collecting any rent under the Tenant Leases which is past due as of the Closing; provided, however, Purchaser shall be responsible for collecting any rent due for the month in which the Closing occurs and shall pay to Seller the portion of such rents if, as and when collected which has accrued prior to Closing. Any security deposits held by Seller at Closing shall be credited to Purchaser on the Closing Date. 2. Seller shall be entitled to collect from tenants the monthly adjustment rent or escalation payments payable under the Tenant Leases for the period prior to Closing for taxes and operating expenses for the Project, and Purchaser shall retain all such monthly rent or payments for the period after Closing. As soon as all such taxes and operating expenses for the Project are finally determined for the year in which the Closing occurs, Purchaser shall be responsible for adjusting with the tenants the adjustment rent or escalation payments paid under the Tenant Leases for such year. Seller shall pay to Purchaser Seller's share of any such adjustment payments owed to tenants under the Tenant Leases, and Purchaser shall remit to Seller Seller's share of any such adjustment payments paid by Purchasertenants; and Seller shall indemnify and hold Purchaser harmless in connection with all claims for Seller's share of the adjustments owed to tenants, which indemnity shall survive the Closing. Seller's share of any adjustments shall be determined based on the portion of operating expenses and real estate taxes for the year incurred by Seller (after taking into account any prorations pursuant to this Section D). 3. Purchaser shall receive a credit for any accrued but unpaid real estate taxes imposed in respect of the Project for the portion of the current year which has elapsed prior to the Closing Date (and to the extent unpaid, for prior years). If the amount of any such taxes have been determined as of Closing, such credit shall be based on the most recent ascertainable taxes and shall be reprorated upon issuance of the items final tax bill. Seller shall also give Purchaser a credit for any special assess▇▇▇▇s against the Project which are due and payable prior to Closing. 4. Utilities and fuel, including, without limitation, steam, water, electricity, gas and oil. The Seller shall cause the meters, if any, for utilities to be prorated read the day on which the Closing Date occurs and to pay the bills rendered on the basis of such readings. If any such reading for any utility is not available, then ascertainable, the adjustments thereof adjustment therefor shall be made on the basis of the most recent ascertainable data. 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 recently issued bills therefor which are based on meter readings no earlier than thirty (30) days prior to and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date; and such adjustment shall be reprorated when the next utility bills are received. 5. Charges payable under the Service Contracts assigned to Purchaser pursuant to this Agreement. 6. Any vault fees or similar payments for the Project. At least five (5) days prior to Closing, Purchaser Seller shall deliver to Seller a reconciliation statement Purchaser copies 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books all information and records necessary to verify support the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in prorations hereunder. In the event Seller's audit discovers additional Post-Closing Receipts greater any prorations made pursuant hereto shall prove incorrect for any reason whatsoever, either party shall be entitled to an adjustment to correct the same, provided no adjustments shall be requested more than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedone (1) year after Closing.

Prorations. 12.1. Rents (exclusive of delinquent The Title Company shall prorate all rents, but including prepaid rentsnon-delinquent real property taxes, water, sewer, and utility charges, amounts payable under the Service Contracts, annual permits and/or inspection fees (calculated on the basis of the period covered); prepaid associations dues, refundable security deposits insurance premiums (which as to those policies, if any, that Buyer determines will be assigned to and assumed by Purchaser and credited to Purchaser at continued after the Closing); prepaid or accrued (as , and other expenses normal to the case may be) interest operation and maintenance of the Property on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount basis of 5%; real and personal property taxes; and other similar items shall be adjusted ratably a 365-day year as of 12:01 a.m. on the date the grant deed is recorded. Seller shall endeavor to have all meters for serving utilities, including, but not limited to, water, sewer, gas, and electricity read on the day before the Closing Date for proration purposes. Seller shall transfer to Buyer at the Closing all security deposits and other sums held for tenants and shall supply Buyer with an updated list of all tenants, security deposit amounts and the originals of all tenant leases together with the tenant files. At Closing, Seller shall transfer possession of the Property so that Buyer or its assignee may immediately continue with ongoing leasing operations and Seller shall cooperate with Buyer in providing all information that pertains to: delinquent rents, late fees, evictions, damages to retail units, and all similar matters. Seller and Buyer hereby agree that if any of the aforesaid prorations cannot be calculated accurately on the Closing Date, and credited against then the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows same shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to calculated within thirty (30) days after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) shall be paid by Purchaser. If promptly pay said sum to the amount other party, together with interest thereon at the rate of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following ten percent (10%) per annum from the Closing Date by any tenant to the date of the Property who payment if payment is indebted under a lease for basic rent for any period prior to and including the Closing Date 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 not made within ten (10) days following each receipt by Purchaser after delivery of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedbill therefore.

Prorations. 12.16.7.1. Rents (exclusive of delinquent Real property taxes, assessments, rents, but including prepaid rents); prepaid associations duessecurity deposits, refundable and cam expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items cam expenses shall be adjusted ratably as approved by Buyer prior to Close of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at ClosingEscrow. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date Any delinquent rents collected by Buyer shall be paid by Purchaserto Seller. If Seller shall have the amount of right to pursue any of the items Tenant for delinquent rent, but shall not cause a Tenant to be prorated is not then ascertainable, the adjustments thereof delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the basis latest available tax ▇▇▇▇. If, after Close of the most recent ascertainable data. All prorations will be final except as Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating 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 Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and including the Closing Date 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 not later than ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay prior to the delinquency date shown on such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to tax ▇▇▇▇ Buyer and Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement the taxing authority their respective shares of Post-Closing Receipts through such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and tenant improvements with respect to the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver Property transactions entered into prior to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 execution of this Agreement shall survive be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Closing Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the delivery date of this Agreement shall be prorated between Buyer and recording Seller as their respective periods of ownership bear to the primary term of the deednew 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 (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller 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, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. 12.1. Rents (exclusive of delinquent rentsa) Real estate taxes and assessments, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; , if any, rental income and all other similar items of income and expense with respect to the Property shall be adjusted ratably prorated between Seller and Buyer as of 12:01 a.m. midnight on the night before the Closing Date, . Income and credited against expenses for the balance Property shall be prorated on the basis of the cash due at Closingacutal number of days in the month in which the Closing Date occurs and on the basis of the accrual method of accounting. To All such items attributable to the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond period through and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to including the Closing Date shall be paid by Purchaser. If credited to Seller; all such items attributable to the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid period following the Closing Date shall be credited to Buyer. Buyer shall be credited in escrow with (i) any portion of rental agreement or lease deposits with respect to the Property which are refundable to the tenants and (ii) rent prepaid beyond the Closing Date. Buyer shall not be entitled to any interest on rental agreement or lease deposits or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to tenants under applicable law or pursuant to the terms of the Leases. Seller shall be credited in escrow with any refundable deposits or bonds held by any tenant utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable to Buyer in connection with the sale of the Property who is indebted under a lease for basic rent for any period Property). (b) Buyer and Seller shall cooperate to produce prior to and including the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to Purchaser of all current basic rent shall be deemed the party yielding a "Post-Closing Receipt" until net credit from such time as all such indebtedness is paid in full. Within ten prorations from the other party. (10c) days following each receipt by Purchaser of a Post-Closing ReceiptBuyer shall, Purchaser shall pay such Post-Closing Receipt to Sellerconsistent with reasonable business judgment, Purchaser shall use exert its reasonable efforts to collect for Seller following the Closing Date all amounts whichrental income which is delinquent on the Closing Date with respect to the Property; provided, upon collectionhowever, would constitute Post-Closing Receipts hereunder, but that Buyer shall not be liable required to Seller for its failure commence legal proceedings to collect samesuch rents. Within 120 days Notwithstanding the foregoing proviso, Seller reserves the right to pursue any remedy for damages Seller may have against any tenant with respect to such delinquent rents, but Seller shall not seek to evict any tenant or terminate any Lease based on such default in rental payments. Any sums collected on account of rents after the Closing DateDate shall be successively applied to the payment of (i) rent for the Property due and payable in the month in which the closing occurs, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts (ii) rent for the Property due and payable in the months succeeding the month in which the closing occurs (through and including 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 not previously delivered to Seller month in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receiptswhich payment is made), and (iii) rent for the Property due and payable in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay months preceding the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive month in which the Closing and the delivery and recording of the deedclosing occurs.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; 1995 (if not paid) and 1996 real and personal property taxestaxes and assessments; accrued but unpaid interest on the outstanding indebtedness owed to the Lender and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves, and holdbacks held by the amount Lender under the Loan Documents, including, without limitation, any real estate tax reserves, insurance reserves, debt service reserves, and capital replacement reserves, subject to the provisions of Paragraph 12.2 below. After the Closing, the Seller shall have no right to proceed in any manner or make any claim against Tenants occupying the Property from and after Closing for rents that were delinquent as of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataClosing Date. All prorations will be final except Except as to delinquent rent referred to otherwise specified in Paragraph 12.2 below, thirty (30) days after the Closing Date, Seller and Purchaser shall make a final reconciliation of all Closing prorations. 12.2. All basic rent paid following to Purchaser, its Affiliates, or their Representatives on or after the Closing Date by any tenant Tenant of the Property who is indebted under a lease for basic rent for attributable to any period prior to and including the Closing Date shall, after the payment therefrom to Purchaser of all current basic rent shall from such Tenant, be deemed a "Post-Closing Seller Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Seller Receipt, Purchaser shall pay such Post-Closing Seller Receipt to Seller, . Purchaser shall use all commercially reasonable efforts to collect all any amounts which, upon collection, would constitute Post-Closing Seller Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Seller Receipts through the first 90 days after the Closing Date. Upon the delivery of the Post-Closing Seller Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Seller Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Seller Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Seller Receipts and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. This Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.1Notwithstanding anything to the contrary contained in this Agreement, all rent, additional rent, real estate taxes, common area maintenance and other charges, insurance obligations and utility charges payable under the Acquired Leases shall be prorated as of the Final Closing Date for each Acquired Lease. Rents (exclusive of delinquent rentsSellers agree to prorate real estate taxes and assessments based on when such taxes and assessments accrue, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to notwithstanding when such taxes and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest assessments become a lien on the Existing Bond and Mortgage Documentspremises leased by an Acquired Leases. All percentage rent based on sales payable under an Acquired Lease for the fiscal period in which the Final Closing Date for such Acquired Lease occurs shall be the responsibility of the Sellers, water and other utility charges; fuels; prepaid operating expenses; management fees provided, however, if Buyer opens for business from the applicable Store in the amount of 5%; real and personal property taxes; and other similar items fiscal period in which the percentage rent is calculated, then percentage rent based on sales shall be adjusted ratably as of 12:01 a.m. on prorated based upon the Closing Date, and credited against the balance of the cash due ratio that sales made at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents such Store for which percentage rents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent calculated prior to the applicable Final Closing Date bears to the aggregate sales made for the relevant fiscal period for which percentage rents are computed. The Sellers shall be paid by Purchaserreasonably cooperate with Buyer in providing documents required under the Acquired Leases in order to comply with percentage rent reporting requirements. If the amount of any of the items The Sellers and Buyer agree to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date adjust between themselves after the payment applicable Final Closing any errors, reconciliations, or omissions in the prorations or adjustment set forth in the closing statements and any other prorations or adjustment made pursuant to Purchaser of all current basic rent this Agreement. Notwithstanding anything contained herein to the contrary, such apportionments shall be deemed a "Postfinal and not subject to further post-Closing Receipt" until closing adjustments if no such adjustments have been requested within ninety (90) days after such time as all necessary information is available to make a complete and accurate determination of such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedapportionments.

Prorations. 12.17.1 The following shall be apportioned and adjusted between Seller and Purchaser as of 11:59 p.m. (South Carolina time) the day preceding the Closing Date, except as otherwise specified, provided that Seller shall pay, at or prior to the Closing, all installments or amounts of items which are being apportioned under this Section which become due and payable prior to the Closing Date: (a) rents and additional rents under or in respect of the Tenant Leases, as, when and to the extent actually collected, on the basis of the period for which payable under the applicable Tenant Lease and apportioned on the basis of the actual number of days in such period; (b) real property taxes, water and sewer rents and charges; vault taxes or charges, elevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period. Rents Taxes shall be apportioned based on the most recent available tax bills, with a post-Closing adjustment to be made as soon as practicable after the tax bills are issued for the year in which the Closing occurs. Seller shall not be responsible for any portion of any increase in taxes on the Property attributable to an increase in assessed valuation due to the sale contemplated herein; (exclusive c) subject to Section 7.5, electric, gas, steam and other public utility charges for services furnished to the Property, on the basis of delinquent rents, but including prepaid rentsthe actual number of days in any period covered by the charge being apportioned (except that no apportionment shall be made for any of such items as are furnished and charged by the applicable utility company directly to Tenants under the Tenant Leases); prepaid associations dues, refundable security deposits and (which will d) charges under the Contracts to be assigned by Seller to Purchaser in accordance with Section 14.4, on the basis of the actual number of days in any period covered by the charge being apportioned. 7.2 Seller shall pay all unpaid commissions, fees and assumed other charges due on or prior to the Closing to real estate brokers or other Persons with respect to any Tenant Lease executed prior to the Closing Date. If the Closing occurs, then Purchaser shall be responsible for commissions, fees, or other charges due to real estate brokers not employed by or affiliated with Seller with respect to Tenant Leases, and any renewals, extensions and expansions thereof executed on or after the Closing Date by Purchaser. 7.3 If the Closing occurs before a new real property or other applicable tax rate or charge of a Governmental Entity is fixed, then the apportionment of such tax or charge at the Closing shall be based upon the tax rate for the immediately preceding fiscal period applied to the latest assessed valuation. Promptly after the new tax rate has been fixed, the apportionment of such tax or charge made at the Closing shall be recalculated and any reimbursement owed by Purchaser and credited to Purchaser at Closing); prepaid Seller or accrued (Seller to Purchaser, as the case may be) interest on , shall be paid promptly after such recalculation. 7.4 If as of the Existing Bond and Mortgage DocumentsClosing any Tenant under a Tenant Lease is in arrears in the payment of rent, water or other charges, payments received from such Tenant after the Closing shall be applied in the following order of priority: first, to current rents and other utility charges; fuels; prepaid operating expenses; management fees in sums due Purchaser as the amount current owner of 5%; real the Property and personal property taxes; landlord under the Tenant Leases, and the balance to any delinquent sums owing to Seller under the Tenant Leases. If any payments from a Tenant received by Purchaser or Seller after the Closing are payable to the other similar items party by reason of this Section, then the appropriate sum shall be adjusted ratably as of 12:01 a.m. on promptly paid to the other party. After the Closing, Seller may bring, in Seller’s name and at Seller’s expense, an action against any delinquent Tenant to collect rent, additional rent, or other payments due Seller for a period prior to the Closing Date, and credited against together with the balance cost of collection thereof; but in no event shall Seller seek any remedy other than collection of funds from the particular Tenant. Seller shall not interfere with other Tenants of the cash due at Closing. To the extent any escrows or bond repayment deposits established Property and shall comply with all applicable laws in connection with its collection of delinquent sums pursuant to the Bonds or Existing Bond and Mortgage Documents are not refunded terms of this paragraph. Notwithstanding anything contained herein to Seller at Closingthe contrary, the proceeds in said escrows nothing shall prevent Purchaser from commencing eviction proceedings against any Tenant for non-payment of current rents as they become due. 7.5 The apportionment of utility charges shall be assigned to Purchaser and made upon the amounts thereof shall be a credit to Seller at basis of charges shown on the Closinglatest available bills of such utilities. Assessments payable in installments which are due subsequent The charges shown on such available bills for periods prior to the Closing Date shall be paid by Purchaser. If Seller, and for the amount period from the date of any of the items each such last available utility ▇▇▇▇ to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 an apportionment shall be made based on the amount charged for the period covered by any tenant of such last available ▇▇▇▇. Notwithstanding the Property who is indebted under a lease for basic rent for any period prior foregoing, Seller will endeavor to and including cause the respective utility companies to read their meters or fix their charges to the Closing Date after Date, in which event Seller shall pay such charges, when billed, to 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) days following each receipt by Purchaser of a Post-Closing ReceiptDate, and Purchaser shall pay such Post-charges from and after the Closing Receipt Date and/or promptly reimburse Seller for any such charges paid by Seller for any period subsequent to the Closing Date. 7.6 At the Closing, Seller shall be entitled to the return of all deposits or escrows held for Seller’s account at or by any public utility company in connection with utility services furnished to the Property, Purchaser and shall use reasonable efforts receive a credit against the Purchase Price for any such amounts remaining on deposit or in escrow after Closing. Prior to collect the Closing Date, Seller shall notify all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall such public utilities in writing of the applicable transfer of service. 7.7 If any item covered by this Article cannot be liable apportioned because the same has not been (or cannot be) fully ascertained on the Closing Date, or if any error has been made with respect to Seller any apportionment, then such item shall be apportioned (or corrected, as applicable) as soon as the same is fully ascertained, but, except for its failure to collect same. Within 120 taxes and assessments, no later than sixty (60) days after the Closing Date, and shall be paid within twenty (20) days thereafter by the appropriate party. Any Property-related bills received after Closing related to the period prior to Closing shall be promptly paid by Seller. 7.8 Real estate tax refunds and credits received after the Closing which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Purchaser, pursuant to this Article. 7.9 If, as of the Closing Date, the Property shall be (or shall have become) subject to a special or local assessment or charge of any kind (whether or not yet a lien), then Seller shall pay all installments thereof attributable to periods prior to the Closing Date or due and payable prior to the Closing Date; provided, however, any installment thereof attributable to a period from and after the Closing Date shall be apportioned at the Closing in the same manner as for taxes under Section 7.1(b). Purchaser shall deliver be responsible for all installments of such assessment attributable to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days period from and after the Closing Date. Upon . 7.10 In the delivery event either Purchaser or Seller shall owe the other any money as a result of the Post-terms of this Article 7 (whether at Closing Receipts reconciliationor thereafter), then the party owing such money shall pay the other party such money promptly, as soon as the amount is finally determined. 7.11 At Closing, Purchaser shall deliver receive a credit against the Purchase Price equal to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller the amount of Deposits required under the Tenant Leases in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy effect as of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsDate. 7.12 This Article 7, and in all rights and duties of the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00parties hereunder, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.14.2.1 No later than three (3) Business Days prior to the Scheduled Closing Date, Seller shall prepare a closing statement (the “Closing Statement”) of the prorations required by this Agreement. Rents (exclusive of delinquent rentsThe following items, but including prepaid rents); prepaid associations duesas to each Property, refundable security deposits (which will are to be assigned to prorated and assumed by adjusted between Purchaser and credited Seller, it being understood that the intent is to Purchaser at Closing); prepaid credit or accrued (charge, as the case maybe, Seller with all revenues and expenses respecting the Properties which are attributable to operations before the Closing Date for which Seller is obligated to provide a credit to the SUSP I PSA Sellers pursuant to the SUSP I PSA and to credit or charge as the case may be) interest , Purchaser with all such revenues and expenses attributable to operations on and after the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in Closing Date to which Seller is entitled under the amount of 5%; real SUSP I PSA: 4.2.1.1 Real estate and personal property taxes; taxes and other similar items shall be adjusted ratably as of 12:01 a.m. on assessments, in each case, with Seller responsible for taxes attributable to the Closing Date, and credited against the balance portion of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments current tax year which are due subsequent is prior to the Closing Date and for all prior years and Purchaser responsible for taxes attributable to the remainder of the current tax year and for all future years (which prorations shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be calculated on the basis of the most recent ascertainable data. available ▇▇▇▇ if the current ▇▇▇▇ is not available); 4.2.1.2 All prorations will rents and other payments under the licenses, occupancy agreements and other agreements demising space in or providing for the use of occupancy of the Properties or any part thereof (the “Leases”), including but not limited to monthly rents, fixed periodic payments, additional rent payments, utility charges, rent escalations, operating expenses, tax and insurances charges payable by Tenant, cost-of-living adjustments and other forms of rent (collectively, “Rent”); provided that no proration shall be final except made of any Rent which is overdue as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following of the Closing Date by any tenant of the Property who until such Rent or other revenue item is indebted under a lease for basic rent for any period prior to actually received, at which time it shall be prorated and including the Closing Date after the payment paid 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to or Seller in accordance with the terms hereofof this Agreement. To the extent Purchaser receives Rents on or after the Closing Date, such payments shall be (i) first toward the payment in full of any Rents due to any SUSP I PSA Sellers pursuant to the SUSP I PSA solely for Rents that were, on the Closing Date both (a) due and payable to any SUSP I PSA Sellers pursuant to the SUSP I PSA with respect to any Property, and (b) less than thirty (30) days delinquent, (ii) second, toward the payment in full of all Rents and other amounts due to Purchaser, with respect to any Property, with respect to periods after Closing, and (iii) thereafter, the balance applied to delinquent Rents or other amounts due to Seller retains with respect to periods before Closing; 4.2.1.3 Water, electric, telephone and all other utility and fuel charges (on the right to conduct an auditbasis of the number of days in each applicable ▇▇▇▇ occurring prior to, and on or after, the Closing Date) and fuel on hand (at cost plus sales tax); provided, however, that any deposits with utility companies shall remain the property of Seller and shall not be prorated or credited. Notwithstanding the foregoing, at Purchaser’s sole option, Purchaser may elect in writing at least five (5) Business Days prior to the expense of Closing Date to assume any deposits with utilities companies in which event Seller shall receive a credit for such deposits at reasonable times Closing; 4.2.1.4 Amounts due and upon reasonable noticepayable by any SUSP I PSA Sellers pursuant to the SUSP I PSA under all maintenance, of Purchaser's books service, advertising, utility, television, internet and records other like contracts and agreements with respect to verify the accuracy ownership and operation of the Post-Closing Receipts reconciliation statement and upon Properties (the verification of additional funds owing to Seller, Purchaser “Assumed Service Contracts”; provided that the term Assumed Service Contracts shall pay to Seller said additional Post-Closing Receiptsnot include any brokerage leasing agreements or any property management agreements or Construction Contracts), and any unamortized portion of any lump sum or up-front payments paid by any SUSP I PSA Sellers under Assumed Service Contracts; and 4.2.1.5 Fees, costs and expenses payable to the Additional Estoppel Parties. 4.2.2 Except with respect to: (i) general real estate and personal property taxes (which shall be reprorated as soon as practicable and in any event no later than three (3) Business Days after the issuance of the actual bills) and (ii) reconciliations for common area maintenance and similar charges pursuant to Leases (which shall be reprorated on or before April 23, 2015), any proration in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00Statement prepared pursuant to Section 4.2.1 shall (i) be paid on the Closing Date pursuant to Section 2.1.2 and (ii) be reprorated and finally adjusted on February 20, Purchaser shall pay 2015 (or the cost of performing Seller's audit. Paragraph 12.2 earliest date subsequent to which any dispute is resolved pursuant to the provisions of this Agreement Section 4.2.2); otherwise, all prorations shall survive be final, subject to the Closing and provisions governing the delivery and recording payment of the deeddelinquent Rent under Section 4.2.1.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Section 10.4(b) below. (ii) Seller shall credit Purchaser at Closing with all cash Security Deposits and any prepaid rents, but including prepaid rents); prepaid associations duestogether with any interest to be paid to the Tenant thereon. (iii) Utility charges payable by Seller, refundable security deposits (which will be assigned to including, without limitation, electricity, water charges and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest sewer charges. If there are meters on the Existing Bond and Mortgage DocumentsReal Property, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount Seller will cause readings of all said meters to be performed not more than five (5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on ) days prior to the Closing Date, and credited against a per diem estimated adjustment shall be made for the balance days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Amounts payable under the Apex Agreements and Service Contracts. (v) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the cash due tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Purchaser shall, at Closing. , assume all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (vii) To the extent that any escrows of Westcore Management’s employee benefits impose a waiting period on new employees before such benefit will be available, and Seller or bond repayment deposits established MCRC has the ability to continue comparable benefits post-Closing in connection with favor of the Bonds Company Employees, during all or Existing Bond and Mortgage Documents are not refunded a portion of such waiting period, payment to Seller at Closingor MCRC of the costs of continuing such benefits for such period. (viii) Any unpaid costs necessary to complete the Mt. Pyramid Project will be credited to Purchaser. If the parties cannot reasonably agree on such costs, the proceeds amount in said escrows dispute will be held in escrow by the Escrow Agent until completion of the project, at which time, any unpaid costs not occasioned by (A) change orders agreed to by Purchaser post-Closing or (B) increases to the cost of construction resulting from the actions of Purchaser, will be paid from the escrow, and any excess monies will be paid to Seller. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be assigned set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser and prior to the amounts thereof Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be 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. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableDate, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following made on the Closing Date by any tenant basis of the Property who is indebted under actual figures, and a lease for basic rent for any period prior final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall ’s insurance policies will not be liable assigned to Seller Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for its failure to collect same. Within 120 days after utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser shall deliver will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. For purposes of this Agreement, rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to (i) pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant, (ii) terminate the Lease with respect to any such Tenant, or (iii) terminate any Tenant’s right to possession under such Lease. After the Closing, if Purchaser declines to pursue a reconciliation statement collection action against a Tenant for Delinquent Rental, then Seller shall have the right to do so; provided, however, that Seller shall not (A) terminate any Lease or terminate or disturb Tenant’s right to possession thereunder, or (B) commence any lawsuit until the earlier of Post-Closing Receipts through the first 90 days one year after the Closing Date. Upon Date or one month prior to the delivery expiration of the Post-statute of limitations with respect to such claim. All sums collected by Purchaser from and after Closing Receipts reconciliationfrom 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 the month in which the Closing occurs, then to current amounts owned by such Tenant to Purchaser shall deliver and then to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing delinquencies owed by such Tenant to Seller, Purchaser shall pay . Any sums due Seller will be promptly remitted to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive of delinquent rentsa) As between Assignee and Tenant, but including prepaid rents); prepaid associations duesrevenues and expenses, refundable security deposits (utility charges for the billing period in which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage DocumentsTransfer Date occurs, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; , certain prepaid expenses and other similar related items of revenue or expense attributable to the Facility shall be adjusted ratably prorated between Tenant and Assignee as of 12:01 a.m. on the Closing Transfer Date. In general, such prorations shall be made so that as between Assignee and credited against the balance of the cash due at Closing. To Tenant, Tenant shall be reimbursed for prepaid expense items to the extent any escrows or bond repayment deposits established in connection with that the Bonds or Existing Bond same are attributable to periods after the Transfer Date and Mortgage Documents Tenant shall remain responsible for the payment as and when due of unpaid expenses to the extent that the same are not refunded attributable to Seller at Closing, periods prior to the proceeds in said escrows Transfer Date. The intent of this provision shall be assigned implemented by Assignee remitting to Purchaser Tenant any invoices which describe goods or services provided to the Facility before the Transfer Date and by Assignee assuming responsibility for the amounts thereof payment of any invoices which describe goods or services provided to the Facility on and after the Transfer Date. (b) All such prorations shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be made on the basis of actual days elapsed in the relevant accounting or revenue period and shall be based on the most recent ascertainable datainformation available to Tenant. All prorations will Utility charges which are not metered and read on the Transfer Date shall be final except estimated based on prior charges, and shall be re-prorated upon receipt of statements therefor as to delinquent rent referred to in Paragraph 12.2 belowof the Transfer Date. 12.2. (c) All basic rent paid following amounts which are subject to proration under the Closing Date by any tenant terms of the Property who is indebted under a lease for basic rent for any period prior to this Agreement and including the Closing Date which require adjustment after the payment to Purchaser of all current basic rent Transfer Date shall be deemed a "Post-Closing Receipt" until settled within thirty (30) days after the Transfer Date or, in the event the information necessary for such time as all such indebtedness adjustment is paid in full. Within not available within said thirty (30) day period, then within ten (10) business days following each of receipt of information by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt either party necessary to Seller, Purchaser shall use reasonable efforts settle the amounts subject to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after proration. (d) On the Closing Transfer Date, Purchaser Tenant 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains have the right to conduct an audit, remove any ▇▇▇▇▇ cash (as compared to resident funds) then being maintained by Tenant at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedFacility.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If the amount of current real estate or personal property taxes is not then ascertainable, the adjustment thereof shall be on the basis of 105% of the most recent ascertainable tax bill(s). All prorations will be final ▇▇▇al 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 including the Closing Date 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) days following each receipt rents collected by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt first be applied to Seller, current rent due from the applicable tenant and then to any rent in arrears for said tenant at closing ("Delinquent Rent"). Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable Delinquent Rents hereunder to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereofSeller. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts Delinquent Rents reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Delinquent Rents and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive The Escrow Agent shall deliver a draft closing statement showing all prorations and expenses of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned the transaction to Seller and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued least three (as the case may be3) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent days prior to the Closing Date shall be paid by PurchaserClose of Escrow. If Taxes and assessments affecting the amount of Property and any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 expenses of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time prorated between Purchaser and Seller as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon All non-delinquent real estate taxes and assessments on the delivery of Property shall be prorated based on the Post-actual current tax ▇▇▇▇, but if such tax ▇▇▇▇ has not yet been received by Seller by the Closing Receipts reconciliationDate or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller shall have borne all real property taxes, including all supplemental taxes, allocable to the period prior to the Closing and Purchaser shall deliver bear all real property taxes, including all supplemental taxes, allocable to the 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, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Seller any Post-shall have borne all expenses allocable to the period prior to the Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay bear all expenses allocable to Seller said additional Post-the period from and after the Closing Receipts(provided, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00however, that Purchaser shall pay be responsible for all pre-closing expenses related to the cost of performing Seller's auditApprovals). Paragraph 12.2 The provisions of this Agreement Article 6 shall survive the Closing, for a period of one (1) year. All improvement and special liens and assessments shall be prorated, with Seller paying all amounts due for the period prior to Closing and Purchaser paying all amounts due for the delivery period from and recording of the deedafter Closing.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rental, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, but including prepaid rentstogether with interest required to be paid thereon. The amount of any cash Security Deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits), and any Security Deposits in the form of letters of credit (collectively, the “Letters of Credit”) shall be transferred to Purchaser as set forth below. Within three (3) Business Days after the Closing Date, Seller shall (1) deliver to the issuers of the Letters of Credit the required transfer documents in order for the issuers to process a change in the beneficiary and pay (or cause the Tenant to pay) any required transfer fee, with copies provided to Purchaser, or (2) if a Letter of Credit is not transferrable by its terms, insert in the Tenant Notice Letter to the respective Tenant demanding such Tenant to either deliver a replacement cash or letter of credit security deposit to Purchaser for the requisite security deposit pursuant to the terms and conditions of the applicable Lease, and Seller shall return such Letter of Credit to the issuer at such time Purchaser confirms to Seller that such replacement cash or letter of credit security deposit was delivered to Purchaser. To the extent a required transfer fee for which a Tenant is responsible under its Lease is paid by Seller, Purchaser shall ▇▇▇▇ the Tenant and use commercially reasonable efforts to seek to collect such amounts on behalf of Seller after Closing; prepaid associations dues, refundable security deposits (which will be assigned it being understood and agreed that Purchaser shall have no obligation to and assumed by Purchaser and credited commence any legal action against any Tenant. To the extent that any Letter of Credit is not transferred to Purchaser at Closing), or the documents delivered to effect such transfer are not accepted by the issuer thereof, Seller shall, at Purchaser’s request and with Purchaser’s cooperation, reasonably cooperate with Purchaser as Purchaser shall reasonably request to effect such transfer. For any Letter of Credit to be transferred after Closing, until such transfer is effected: (A) at Purchaser’s instruction upon a Tenant default, Seller will draw upon the Letter of Credit and pay the proceeds to Purchaser; prepaid and (B) under no circumstances will Seller draw upon the Letter of Credit without written authorization from Purchaser. Seller agrees that after the expiration of the Evaluation Period it will not pursue any eviction action or accrued initiate any litigation against any Tenants or apply or draw on any Security Deposits of any Tenants against the payment of rent or other default of a Tenant; provided that Seller shall give prompt notice to Purchaser for any such application or draw of Security Deposits prior to the expiration of the Evaluation Period. Seller’s and Purchaser’s obligations under this Section 10.4(a)(ii) shall survive Closing. (as the case may beiii) interest Reserved. (iv) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Existing Bond and Mortgage DocumentsReal Property, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount Seller will cause readings of all said meters to be performed not more than five (5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on ) days prior to the Closing Date, and credited against a per diem adjustment shall be made for the balance days between the meter reading date and the Closing Date based on the most recent meter reading. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the cash Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (v) Real estate taxes and assessments due at and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes and assessments shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes and assessments (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property and/or Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Real Property and/or Improvements results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. To Any tax refunds or credits attributable to the extent tax year in which the Closing occurs shall be apportioned between Seller and Purchaser based on their respective periods of ownership in such tax year, but only after giving effect to any escrows tax exemption that may otherwise be available to Purchaser post-Closing. For example, if the Purchaser is totally exempt from the payment of real estate taxes post-Closing, then Purchaser would not share in any portion of the refund or bond repayment deposits established credit. If, however, the Purchaser is only partially exempt, then the apportionment shall be based on each party’s respective percentage of the total real estate tax obligations of the Property for such tax year. The expenses of any tax appeals for the period in connection which the Closing occurs shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (vii) Rents and other charges payable under the Ground Lease. (viii) Common charges, assessments, and other charges and expenses with respect to the Bonds or Existing Bond Condominium due and Mortgage payable pursuant to the Condominium Documents for the month in which the Closing occurs. (ix) Charges, assessments and fees due and payable, if any, pursuant to the applicable Association Documents for the month in which the Closing occurs. (x) Amounts payable under the Service Contracts. For avoidance of doubt, Purchaser shall be responsible for amounts payable during any post-Closing “tail period” under any Service Contracts which are not refunded to Seller being terminated by a Service Contract Termination Notice. (xi) If at the time of Closing, the proceeds Real Property is affected by an assessment or assessments that are or may become payable in said escrows installments, the assessments payable on the date of or after Closing shall be assigned payable by Purchaser, and the assessments payable prior to Closing shall be paid by Seller at or prior to Closing and any such payments by Seller or Purchaser shall be apportioned at Closing based on the customary rules and protocols of the location of each Property. (xii) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated in accordance with the customary rules and protocols of the location of each Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the 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 and Escrow Agent for review prior to the amounts thereof Closing Date (the “Preliminary Closing Statement”). The Preliminary Closing Statement, once finalized, shall be signed by Purchaser, Seller and Escrow Agent, and shall be the “Closing Statement” for the transaction. The Closing Statement may be delivered electronically. The prorations 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. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableDate, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All 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 except as cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to delinquent rent referred insurance premiums, and Seller’s insurance policies will not be assigned to in Paragraph 12.2 below. 12.2Purchaser. All basic rent paid following The provisions of this Section 10.4(a) will survive the Closing Date by any tenant for twelve (12) months; provided, however, that the provisions of Section 10.4(a)(v) shall survive until the Property who date that is indebted under a lease for basic rent for any period prior to and including the Closing Date 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 thirty (1030) days following Purchaser’s receipt of the final tax ▇▇▇▇ or the resolution of any tax appeal, whichever is later, with respect to each receipt Property. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser of a Post-all Rental, if any, received by Seller after Closing Receipt, and Purchaser shall pay apply such Post-Closing Receipt Rental as set forth below. “Rental” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as provided for under the Lease, to Sellerthe extent the same exceeds any expense stop specified in such Lease), Purchaser shall use reasonable efforts retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, 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 collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser shall deliver agrees to use good faith collection procedures during the first twelve (12) full calendar months after Closing with respect to the collection 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. All sums collected by Purchaser from and after Closing from Seller and/or each Tenant in respect of Delinquent Rental, Operating Expenses, or tenant ▇▇▇▇▇▇▇▇ for work orders, special items performed or provided at the request of a reconciliation statement of Post-Closing Receipts through Tenant or other specific services, will be applied (i) first, to amounts which are then due and payable in connection with the first 90 days after month in which the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliationoccurred, Purchaser shall deliver (ii) second, to Seller any Post-Closing Receipts owing to Seller amounts which are then due and not previously delivered to Seller payable in accordance connection with the terms hereofmonth or months following Closing, and (iii) third, to amounts which are then due and payable in connection with the month or months preceding Closing. Any sums due Seller will be promptly remitted to Seller. Seller retains reserves the right to conduct an audit▇▇▇▇ and collect from Tenants any Delinquent Rental for periods prior to Closing, at the expense but may not pursue any eviction actions or initiate any litigation in pursuit of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's auditsuch Delinquent Rents. Paragraph 12.2 The provisions of this Agreement shall Section 10.4(b) will survive the Closing and for twelve (12) months, except that the delivery and recording preceding sentence of the deedthis Section 10.4(b) shall survive Closing without such 12-month limitation.

Prorations. 12.1. Rents Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (exclusive the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of delinquent rentsSection10.4(b) below), but including prepaid rents); prepaid associations duesexpenses under the Permitted Exceptions, refundable security deposits (which will be assigned to and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property, expenses related to, and payment obligations included in, the Outparcel Obligations, and payment rights included in the Outparcel Rights (in each case, on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) at Closingleast two (2) Business Days prior to the Closing Date (the “Closing Statement”); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents. The Closing Statement, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items once agreed upon, shall be adjusted ratably as signed by Purchaser and Seller and delivered to the Title Company for purposes of 12:01 a.m. on making the preliminary proration adjustment at Closing Date, and credited against subject to the balance final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made, if possible, as of the Closing Time, in which event no proration will be made at the Closing with respect to delinquent rent referred utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in Paragraph 12.2 below. 12.2effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. All basic rent paid Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before December 15, 2021 (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above) will survive the Closing until the Final Proration Date by has occurred, and in the event any tenant of the Property who is indebted under a lease for basic rent for any period items subject to proration hereunder are discovered prior to and including the Closing Date after Final Proration Date, the payment to Purchaser of all current basic rent same shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt promptly prorated by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller parties in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedSection 10.4.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest 11:59 p.m. on the Existing Bond and Mortgage Documentsday preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Utility charges payable by Seller, if any, including, without limitation, electricity, water charges and other utility sewer charges; fuels; prepaid operating expenses; management fees in . If there are meters on the amount Real Property, Seller will cause readings of all said meters to be performed not more than five (5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on ) days prior to the Closing Date, and credited against a per diem adjustment shall be made for the balance days between the meter reading date and the Closing Date based on the most recent meter reading. (ii) License fees and any other amounts payable under the AT&T Wireless License, if any. (iii) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the cash due tax rate for the preceding year applied to the latest assessed valuation. (iv) Any unconfirmed assessments will be satisfied in full by Seller at Closing. To Seller will be charged and credited for the extent any escrows or bond repayment deposits established in connection with amounts of all of the Bonds or Existing Bond Proration Items relating to the period up to and Mortgage Documents are not refunded including the Proration Time, and Purchaser will be charged and credited for all of the 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 signed by Purchaser and Seller. The prorations shall be paid at Closing by Purchaser to Seller at Closing, (if the proceeds prorations result in said escrows shall be assigned a net credit to Seller) or by Seller to Purchaser and (if the amounts thereof shall be prorations result in a net credit to Seller Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableDate, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following made on the Closing Date by any tenant basis of the Property who is indebted under actual figures, and a lease for basic rent for any period prior final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall ’s insurance policies will not be liable assigned to Seller Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for its failure to collect same. Within 120 days after utilities will be made if possible as of the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after in which event no proration will be made at the Closing Datewith respect to utility bills. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver Seller will be entitled to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller all deposits presently in accordance effect with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receiptsutility providers, and in Purchaser will be obligated to make its own arrangements for any deposits with the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's auditutility providers. Paragraph 12.2 The provisions of this Agreement shall Section 10.4(a) will survive the Closing and the delivery and recording of the deedfor twelve (12) months.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water All rents and other utility charges; fuels; prepaid operating expenses; management fees in income from the amount Property, including any initial lump sum or disproportionate payments which shall be allocable over the term of 5%; any agreement to which such payments relate, and real estate and personal property ad valorem taxes; , and other similar operating expenses from the Property shall be prorated on the basis of a 365 day year through the day preceding the day of Closing. If Closing is extended by mutual agreement, all adjustments shall be made as of the day prior to the extended date. Without limitation upon the foregoing, the following items shall be adjusted ratably or prorated between Contributor and OP as set forth below: (a) Monthly rents and percentage rent and "passthroughs" of 12:01 a.m. real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; OP shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but OP shall not be required to litigate or declare a default in any Tenant Lease). To the extent OP receives amounts on account of Tenant Leases on or after the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established such payments shall be applied first toward then current rent owed to OP in connection with the Bonds applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Contributor's share thereof being promptly delivered to Contributor. OP may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or Existing Bond otherwise affect amounts owed thereunder for any period in which Contributor is entitled to receive its share of charges or amounts without first obtaining Contributor's written consent. Contributor hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and Mortgage Documents any other amounts to Contributor. OP shall reasonably cooperate with Contributor in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are not refunded no longer tenants of the Property as of the Closing Date, Contributor shall retain all rights relating thereto. (b) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Contributor and OP if current tax rates differ from the latest previous tax rates as soon as the same are known. Contributor agrees that to Seller at Closingthe extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the proceeds in said escrows Contributor or the OP at any time subsequent to Closing but with reference to any period prior thereto during Contributor's ownership thereof, Contributor shall promptly pay to OP an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Contributor's ownership of the Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Contributor) shall be assigned promptly paid over to Purchaser and Contributor. In the amounts thereof event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with OP assuming the obligation to pay any installment due after the Closing Date). In no event shall Contributor be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or lease entered into on or after the Closing Date. (c) Interest with respect to all indebtedness or liabilities which will be a credit to Seller at the Consideration to be paid by OP for the contribution of the Property by Contributor; (d) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (e) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to OP; (f) Utility charges levied against Contributor or the Property, and OP shall transfer all such utility services to its name and account immediately upon Closing. Assessments payable in installments which are due subsequent to ; (g) Service Contracts on the Closing basis of the charge or premium for the period involved; (h) Tenant improvements costs and leasing commissions for leases signed after the Effective Date shall be paid by PurchaserOP if approved by OP in accordance with Section 4.3. (i) All other operating expenses incurred in the management and operation of the Property. If No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 6.2 shall survive Closing. Any prorations of any kind described in this Agreement payable by Contributor to OP shall be treated as a reduction in the amount of any the Distribution Loan Proceeds that are distributed to Contributor under Section 1.2(d). Any such prorations payable by OP to Contributor shall be funded by an increase in the amount of the items Distribution Loan and the proceeds thereof that are distributed to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 Contributor under a lease for basic rent for any period prior to and including the Closing Date 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 (10Section 1.2(d) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedAgreement.

Prorations. 12.1(a) Real estate and personal property taxes, costs and revenues (including rents), monthly assessments by the Association, and all other proratable items shall be prorated as of the date of Closing. Seller shall pay all applicable sales and/or use tax due on revenues received and purchases made prior to the Closing date and shall comply with all statutory provisions necessary for Purchaser to avoid transferee liability for same. In the event the taxes for the year of Closing are unknown, the tax proration will be based upon the taxes for the prior year and, at the request of either party, the taxes for the year of Closing shall be reprorated and adjusted when the tax ▇▇▇▇ for such year is received and the actual amount of taxes is known. (b) Purchaser will receive a credit at Closing for the prorated amount of all base or fixed rent payable pursuant to the Leases and all additional rents (collectively, “Rent”) previously paid to, or collected by, Seller and attributable to any period following the Closing Date. Rents (exclusive of delinquent rentsare “Delinquent” when they were due prior to the Closing Date, but including prepaid rents); prepaid associations dues, refundable security deposits (which and payment thereof has not been made on or before the Closing Date. Delinquent Rent shall not be prorated at Closing. All Rent collected by Purchaser or Seller from each tenant under the Leases from and after Closing will be assigned applied as follows: (i) first, to Delinquent Rent owed for the month in which the Closing Date occurs, (ii) second, to any accrued Rents owing to Purchaser after Closing, and assumed (iii) third, to Delinquent Rents owing to Seller for the period prior to Closing. Any Rent collected by Purchaser and due Seller will be promptly remitted to Seller. Any Rent collected by Seller and due Purchaser shall be promptly remitted to Purchaser. Purchaser is not required to make efforts to collect Delinquent Rents owed to Seller and Purchaser shall not be required to bring suit to collect same. Notwithstanding anything to the contrary contained herein, Seller shall not be prohibited or restricted from pursuing any tenant under the Leases for any Delinquent Rents due Seller for any period attributable to Seller’s ownership of the Property; provided that Seller shall wait for a period of not less than thirty (30) days following Closing before the initiation of a legal action for collection of Delinquent Rents against a prior tenant of Seller; and Seller’s right to proceed against a former tenant shall be limited to an action for Delinquent Rents and shall not seek to evict any tenant of the Property or to recover possession of an tenant’s space. (c) With respect to electricity, telephone, television, water and sewer services that are metered at the Property and other utilities (collectively, “Utilities”), Seller shall endeavor to have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Closing Date. Seller shall be responsible for all charges based on such final meter reading, and Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as readings are obtained, charges for all Utilities for which readings were not obtained shall be prorated as of the Closing Date based upon the per diem rate obtained by using the last period and bills for such Utilities that are available. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted and reprorated to reflect the actual per diem rate for the billing period prior to Closing and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (d) Association charges attributable to the Units shall be current as of the Closing Date. However, any special assessments, capital or other contributions imposed by the Association, including without limitation the January 16, 2014 special assessment for repair work to the Condominium building and past capital expenses of the Association with respect to common areas, the baywall, and seawall, and any other special assessment imposed by the Association prior to the Closing Date, shall be paid by Seller in full at or prior to Closing (irrespective of whether Seller previously elected to pay such assessments in installments). (e) All security deposits, prepaid rentals, cleaning fees and other fees and deposits, plus any interest accrued thereon, paid by the tenants under the Leases shall be transferred or credited to Purchaser at Closing); prepaid or accrued . The parties shall exchange figures to calculate prorations no later than three (as the case may be3) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 days prior to and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 The provisions of this Agreement Section 14 shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), the following (collectively, the "PRORATION ITEMS"): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, but including prepaid rents); prepaid associations duestogether with interest required to be paid thereon. (iii) Utility charges payable by Seller, refundable security deposits (which will be assigned to including, without limitation, electricity, water charges and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest sewer charges. If there are meters on the Existing Bond and Mortgage DocumentsReal Property, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount Seller will cause readings of all said meters to be performed not more than five (5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on ) days prior to the Closing Date, and credited against a per diem adjustment shall be made for the balance days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the cash due tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at Closingclosing similar to the transaction contemplated by this Agreement. To Seller will be charged and credited for the extent any escrows or bond repayment deposits established in connection with amounts of all of the Bonds or Existing Bond Proration Items relating to the period up to and Mortgage Documents are not refunded including the Proration Time, and Purchaser will be charged and credited for all of the 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 two (2) days prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller at Closing, (if the proceeds prorations result in said escrows shall be assigned a net credit to Seller) or by Seller to Purchaser and (if the amounts thereof shall be prorations result in a net credit to Seller Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableDate, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All 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 except cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following of the Closing Date by any tenant of Date, in which event no proration will be made at the Property who is indebted under a lease for basic rent Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any period prior to and including deposits with the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" utility providers, but Seller will, if necessary, maintain such deposits until such time as all such indebtedness is paid Purchaser can post its own deposits (but in full. Within ten no event longer than thirty (1030) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay after Closing) so that such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall utility service will not be liable discontinued to the Property. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be 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 Tenant's share of building operation and maintenance costs and expenses as provided for its failure under the Lease, to collect samethe 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 Tenant under the Lease or from other occupants or users of the Property. Within 120 days after Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser shall deliver agrees to use good faith collection procedures with respect to the collection 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 a reconciliation statement of Post-by Tenant. All sums collected by Purchaser from and after Closing Receipts through the from 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 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, to current amounts owed by such Tenant to Purchaser shall deliver and then to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing delinquencies owed by such Tenant to Seller, Purchaser shall pay . Any sums due Seller will be promptly remitted to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits a) The following adjustments to the Purchase Price paid hereunder shall be made between Seller and Purchaser and shall be prorated (which will be assigned as applicable) on a per diem basis up to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on day immediately before the Closing Date, and credited against : (i) Accrued general real estate taxes for the balance Property (the “Taxes”) for the year of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows Closing shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to prorated as of the Closing Date shall be paid by Purchaser. If on the amount of any basis of the items to be prorated is not then ascertainableactual taxes for the year, the adjustments thereof shall be if known, or if unknown, on the basis of the most recent ascertainable datataxes, but in either case based on the maximum allowable discount for early payment. All prorations will be final except as To the extent such Taxes are due and payable after Closing, Purchaser shall pay all such taxes when they become due and payable and, promptly thereafter, the parties shall re-prorate taxes with, if any amount is due, an appropriate payment from one party to delinquent rent referred the other on the basis of the amount of taxes then due and payable. Prior to in Paragraph 12.2 below. 12.2. All basic rent or at Closing, Seller shall pay or have paid following all Tax bills which are due and payable prior to or on the Closing Date and shall furnish evidence of such payment to Purchaser. Special assessments which are confirmed or become a lien prior to Closing and pending assessments for work substantially completed as of Closing shall be credited to Purchaser at Closing. Purchaser shall receive no credit for other pending special assessments. (ii) Jupiter Park of Commerce Association annual assessments and dues for the year of Closing (the “Association Dues”); (iii) Charges under Contacts to the extent assigned to, and assumed by Purchaser at Closing (the “Contract Fees”); and (iv) South Florida Water Management District General Water Use Permit No. 50-25845-W fee and Palm Beach County Wellfield Operating Permit WP-91-054 annual fee (collectively, the “Permit Fees”). (v) The value of any tenant fuel stored on the Premises, if any, at the price then charged by Seller’s supplier, including any taxes. (vi) water charges and sewer rents, if any, on the basis of the lien period for which assessed, except that if there is a water meter on the Premises, apportionment at the Closing shall be based on the last available reading, subject to adjustment after the Closing when the next reading is available. (b) Immediately after Closing, Seller shall make available at its offices, all records, contracts, receipts for deposits, unpaid bills, and other papers or documents which pertain to the Property together with all keys and other items, if any, used in the operation of the Property. Except as otherwise expressly set forth in this Agreement, Seller makes no representations regarding the existence or adequacy of such documents or items for use in management or operation of the Property. The foregoing shall not include the separate books, records, correspondence, and other documentation of Seller located at its offices. After the Closing, Seller shall have the right to inspect the books and records of the Property who is indebted under a lease for basic rent for any period purpose reasonably related to Seller's prior ownership of the Property. For purposes of all prorations provided for herein, Seller shall be responsible for all days up to and including the Closing Date after the payment day immediately prior 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, and Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 be responsible for all 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 not previously delivered to Seller thereafter. (c) Except as otherwise expressly provided in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement (including Section 25 hereof), all pro-rations provided for herein shall survive the Closing and the delivery and recording of the deedbe final.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water 15.1 Water and other utility charges; fuels; prepaid operating expenses; management fees in charges due for the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of period prior to 12:01 a.m. on the Closing Date ("Proration Date, and credited against the balance ") shall be paid by Seller. Regular ad valorem real estate taxes shall be prorated as of the cash due Proration Date. Real Estate tax prorations shall be based on the maximum discounted rate available at Closing. To Prior to Closing, Purchaser and Seller shall notify all utilities providing service to the extent any escrows or bond repayment deposits established Property of the prospective change in connection ownership and that all bills for the period from and after the Proration Date shall be paid by Purchaser, with the Bonds or Existing Bond no interruption in service. All utility deposits, if any, may be withdrawn by and Mortgage Documents are not refunded to Seller at Closingand Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, which are due prior to the proceeds in said escrows Closing Date shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closingpaid by Seller. Assessments payable in installments Assessments, excluding regular ad valorem real estate taxes, which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it relates to the real estate tax proration for the current tax year to the extent such tax contest is successful. All other prorations will be final except as to delinquent rent reconciliations referred to in Paragraphs 15.2 and 15.3 below and as provided in Paragraph 12.2 below15.4. 12.215.2 All base rent, percentage rent and other common area maintenance, tax and insurance charges actually paid by tenants under the Leases and all other items of income actually received from the operation of the Property (all such charges other than base rent, "Additional Rent") shall be prorated as of the Proration Date. Purchaser shall receive a credit at Closing for all prepaid rent. To the extent the Leases provide for the adjustment of previously paid estimates of Additional Rent on a date after the Proration Date, Seller shall be entitled to receive, or shall be responsible to pay, as the case may be, its pro rata share of any such adjusted amounts which are applicable to periods ending prior to the Proration Date. Seller agrees that Seller shall promptly remit to Purchaser any rental or other payments that Seller, or any of its affiliates or agents, may receive post-Closing, except that Seller need not remit payments attributable to periods prior to the Proration Date if the tenant making such payment to Seller is current in all payments due to Purchaser for periods after the Proration Date. Purchaser shall deliver to each tenant of the Property (with a copy of each to Seller) a final reconciliation of Additional Rent due for calendar year 1996 on or before March 1, 1996. Purchaser shall use reasonable efforts (without any obligation to terminate leases or initiate lawsuits) to collect such Additional Rent from such tenants. On May 1, 1996, Purchaser shall provide Seller with a reconciliation of the amount of all Additional Rent collected from or refunded to tenants for calendar year 1996, and Purchaser and Seller shall reprorate such Additional Rent as of the Proration Date, within 10 days after Purchaser's delivery to Seller of such reconciliation. Notwithstanding anything to the contrary herein, the provisions of this Paragraph shall survive the Closing. 15.3 There shall be no credit to Seller for rent or other amounts delinquent as of the Closing Date. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease Lease for basic rent for any period prior to and including the Closing Proration Date after in an amount greater than the payment to Purchaser amount of all current basic rent owed by said tenant to Purchaser for periods on or after the Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable efforts its reasonable, good faith efforts, at no additional cost or expense to Purchaser, and without any obligation to terminate leases or initiate lawsuits, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 180 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 150 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 not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. This Paragraph 12.2 15.3 of this Agreement shall survive the Closing and the delivery and recording of the deedDeed. 15.4 All refunds for time periods prior to the Proration Date in connection with any ongoing real estate tax protests for the Property initiated by Seller prior to the Closing shall remain the property of Seller (except to the extent required to be refunded to tenants under such tenants' leases) and are not being assigned by Seller to Purchaser pursuant to this Agreement. In the event any such refunds are paid to Purchaser, Purchaser agrees to promptly remit all such sums to Seller subject to the rights, if any, of any existing tenant of the Real Property to receive any pro rata share of such refund under such tenant's lease. Purchaser agrees, at no cost, expense, liability or potential liability to Purchaser, to execute any documents reasonably requested by Seller in connection with such tax protests. 15.5 In addition to the foregoing prorations and credits, Landlord shall provide Purchaser at Closing with a credit of $139,192.75 (calculated as follows) in connection with certain tenant improvement costs to be assumed by Purchaser with respect to the Lease with EBP Healthplans, Inc. ("EBP") and the Lease with Paxson Broadcasting of Orlando ("▇▇▇▇▇n"): Paxson tenant im▇▇▇▇▇▇ent allowa▇▇▇▇ assumed by Purchaser: 2nd Amendment $ 45,018.75 3rd Amendment 177,186.00 Subtotal $222,204.75 Payment made by Seller ($2,100.00) Purchaser's agreed share of Paxson improvement allowance ($80,136.00) Purchaser credit to Seller for leasing commission paid for Paxson amendment ($3▇,▇▇▇.00) Outstanding EBP tenant improvement balance under August 2, 1994 Lease $ 34,224.00 ----------- Net closing credit to Purchaser $139,192.75 ===========

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges, if any; fuels; prepaid reasonable and customary operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day prior to the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below.below and except for real estate taxes which will be reprorated upon receipt of actual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All basic rent paid following the monies received after Closing Date by Purchaser from any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date will first be applied to rent or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the payment application of such monies to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until ", but only to the extent such time as all such pre-closing indebtedness is has not been paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedDeed. 12.3. At Closing, One Hundred Thousand and No/100 Dollars ($100,000.00) of the balance of the Purchase Price shall be deposited in escrow pursuant to the terms of the Escrow Agreement and shall constitute the "Holdback Escrow Funds". Seller and Purchaser shall set forth the outstanding rents and all other monthly payments due and payable to Purchaser (i.e. those allocable to the period of ownership of the Property by Purchaser) under the Leases for the month in which the Closing occurs that have not already been credited to Purchaser at Closing (the "Outstanding Rents Due") in a schedule to be created and agreed upon within three (3) business days after the date of Closing (the "Closing Rent Schedule"). Upon Closing, Purchaser shall use its best efforts to collect the Outstanding Rents Due. Purchaser shall also use commercially reasonable efforts to collect all rents and other monthly fees due under the Leases (in accordance with the various terms of the Leases) for the month following the month in which the Closing occurs. On or before 5:01 p.m. Chicago time on July 31, 1997, Purchaser shall deliver to Escrow Agent and Seller a schedule (the "Final Closing Rent Schedule") that accurately shows: (a) the total rents and all other monthly payments due and payable under the Leases for the month following the month in which the Closing occurs (the "Second Month Outstanding Rents Due"); (b) all Second Month Outstanding Rents Due actually collected by Purchaser as of the date of the Final Closing Schedule (the "Second Month Rents Actually Collected"); and (c) the difference between the Second Month Outstanding Rents Due and the Second Month Rents Actually Collected (the "Second Month Deficiencies"). In addition to setting forth the Second Month Deficiencies, the Final Closing Rent Schedule shall also set forth the Outstanding Rents Due that have still not been collected by Purchaser, together with appropriate documentation supporting any such amounts. The sum of (a) the Outstanding Rents Due which are still outstanding at the time of the Final Closing Schedule and (b) the Second Month Deficiencies shall be referred to as

Prorations. 12.1. Rents (exclusive Notwithstanding anything contained in the Agreement to the contrary, Buyer shall receive a credit against the Purchase Price at Closing for the following amounts: 9.1 the total amount of delinquent rents, but including prepaid rents); prepaid associations dues, refundable all security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees provided for in the amount Leases, together with interest thereon in the amounts set forth in or as required to be accrued, as applicable, under the Leases, regardless of 5%whether the tenants under such Leases actually paid such security deposits or interest was actually earned thereon; real provided, however, that Buyer shall not be entitled to receive a credit against the Purchase Price for any security deposits that are provided for in any Lease which have not been collected by Seller but as to which Seller has provided Buyer a release from such tenant thereunder, in form and personal property taxessubstance acceptable to Buyer, with respect to such security deposit; 9.2 any prepaid rents and/or free rental periods under the Leases attributable to the period after the Closing, including, without limitation: (i) rent prepaid by E. ▇▇▇▇▇▇ & Associates, Inc. ("S▇▇▇▇▇") under the certain Lease dated August 4, 1997 between Center Office and S▇▇▇▇▇ for the period from the Closing Date through February 15, 1997; and other similar items shall be adjusted ratably (ii) rent prepaid by JPR Capital Corp. ("JPR") under that certain Lease dated December 12, 1996 between Center Office and JPR for the months of December, 1997 and December 1998; 9.3 $48,420.00 with respect to Center Retail's obligation under the A▇▇▇▇▇ Lease to reimburse A▇▇▇▇▇ for tenant improvements currently under construction, which reimbursement has not been paid by Center Retail as of 12:01 a.m. on the Closing Date, and credited against the balance ; 9.4 $27,702.00 with respect to Center Office's obligation under EXHIBIT D of the cash due at Closing. To Dialysis Centers Lease to reimburse Dialysis Centers for tenant improvements, which reimbursement has not been paid by Center Office as of the extent any escrows or bond repayment deposits established Closing Date; 9.5 $47,073.75 with respect to the Landscape Obligation; and 9.6 $300,000.00 with respect to payment of the "Product Improvement Plan" imposed by Radisson Hotels International Inc. in connection with the Bonds or Existing Bond Assignment and Mortgage Documents are not refunded Assumption of License Agreement for Radisson Suite Hotel Boca Raton. The credits for which provision is made in the foregoing SUBPARAGRAPHS 9.1 through 9.6 constitute full settlement of all obligations of Seller to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent Buyer with respect to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 belowmatters set forth therein. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive Subject to the terms of delinquent rentsthis Section 9.1, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned at or prior to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows parties shall be assigned to Purchaser and prorate, as of 11:59 p.m. on the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to date immediately preceding the Closing Date shall be paid (the “Prorations Time”), all income and expenses with respect to the Property and payable to or by Purchaser. If the amount of any of the items to be prorated is not then ascertainableLLC, the adjustments thereof shall be including, without limitation: (i) all real property taxes on the basis of the most recent ascertainable datafiscal period for which assessed (if the Closing shall occur before the tax rate is fixed, the apportionment of taxes shall be based on the tax rate for the preceding period applied to the latest assessed valuation); (ii) rents and other tenant payments and tenant reimbursement, if any, received under the Leases; (iii) charges for water, sewer, electricity, gas, fuel, steam, vault taxes and other utility charges (other than those charges required to be paid directly to the utility company by Tenant) all of which shall be read promptly before the Closing; (iv) periodic fees for licenses, permits or other authorizations with respect to the Property; and (v) all other items customarily prorated in connection with transactions of the type contemplated by this Agreement. All prorations A further proration shall be made between the parties when the tax b▇▇▇ for the tax year in which the Closing occurs becomes available. In conjunction with such prorations, Seller will assign to Purchaser its share of all utility deposits which are assignable (and Seller shall be credited with such amounts). In connection with the calculation of the Purchase Price under Section 2.1 hereof, it is anticipated that the items prorated hereunder will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following adjusted on an aggregate basis against the Closing Date by any tenant net proceeds of the hypothetical sale of the Property who is indebted under a lease for basic rent $362,000,000. Accordingly, for any period prior to purposes of adjusting the Purchase Price between Purchaser, in its capacity as purchaser of Seller’s LLC Interest, and including Seller, in its capacity as seller of Seller’s LLC Interest, the Closing Date Seller shall bear 66 2/3% of the amounts debited hereunder, and shall receive 66 2/3% of the amounts credited hereunder, for the items of income and expenses prorated or adjusted hereunder for periods on or before the Proration Time, and Purchaser shall bear 66 2/3% of the amount debited hereunder, and shall receive 66 2/3% of the amounts credited hereunder for the items of income and expense prorated or adjusted hereunder for periods 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedProrations Time.

Prorations. 12.1. Rents (exclusive The following shall be prorated as of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to the Closing Date and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items Purchase Price shall be adjusted ratably accordingly at Closing: (a) rents and any other amounts actually collected from tenants and other persons using or occupying the Properties as of 12:01 a.m. on the Closing Date; (b) 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 normally prorated operating expenses actually billed or paid as of the Closing Date; and (c) amounts owed by Seller or paid under the Service Contracts as of the Closing Date. Purchaser shall at all times after Closing use commercially reasonable 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 period prior to Closing, and credited Seller shall retain the right for up to ninety (90) days after Closing to pursue all PFS:009462.0002.2820427.11 remedies (not to include commencing any eviction action or other litigation to collect such delinquency, or terminating any lease) against the balance of the cash tenants under Leases to collect such rents and other amounts due at Closingto Seller. To the extent any escrows All rent received by Purchaser or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to after the Closing Date shall be paid by Purchaser. If the amount of any of the items applied first to be prorated is not current rentals, then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rents accruing in the month of Closing and then, to the extent the applicable tenant identifies such rent referred as attributable 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 including the Closing Date after the payment Closing, 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt delinquent rentals accruing prior to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery The agreements of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller Purchaser set forth in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement Section 8(a) shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If the amount of current real estate or personal property taxes is not then ascertainable, the adjustment thereof shall be on the basis of 105% of the most recent ascertainable tax bill(s). All prorations will be final ▇▇▇al 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 including the Closing Date 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) days following each receipt rents collected by Purchaser of a Post-shall first be applied to current rent due from the applicable tenant and then to any rent in arrears for said tenant at Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, ("Delinquent Rent"). Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable Delinquent Rents hereunder to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereofSeller. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts Delinquent Rents reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Delinquent Rents and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive Real estate taxes, expenses of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to operation and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and any other similar items shall be adjusted ratably as of 12:01 a.m. the time of closing. Taxes for the year of Closing shall be prorated as of the Closing Date. Current rents collected from Tenants under Leases shall be prorated for the month during which the Closing occurs (the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases). Real estate taxes for the calendar year of Closing shall be prorated as of the Closing Date. Unpaid and delinquent rent collected by Seller and Purchaser after the Closing Date will be delivered as follows: (i) if Seller collects any unpaid or delinquent rent for the Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period thereafter, and (ii) if Purchaser collects any unpaid or delinquent rent from the Property, Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller and Purchaser agree that all rent received by Seller or Purchaser will be applied first to rents that became due and payable during the calendar month of Closing, and second, to those which were due and payable after Closing, and third, to those which were due and payable prior to Closing. Purchaser will use commercially reasonable efforts after Closing to collect all unpaid and delinquent rents in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or other collection procedures to collect such unpaid or delinquent rents. In the event that there shall be any rents or other charges under any Leases which, although relating to a period prior to Closing, do not become due and payable until after Closing or are paid prior to Closing but are subject to adjustment after Closing (e.g., such as year end operating and common area expense reimbursements and the like), then any rents or charges of such type received by Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent applicable to a period extending through the Closing, be prorated between Seller and Purchaser as of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without reduction for any costs of collection or processing. At Closing, Purchaser will be entitled to a credit against the Purchase Price for all cash security deposits held pursuant to any of the Leases (and any pre-paid rent thereunder if not then earned by Seller) and Seller shall deliver to Purchaser any non-cash security deposits thereunder, if any. Payments of accounts for water, sewer, electricity, telephone and all other utilities currently in the name of Seller (or its managing agent) shall be placed in the name of Purchaser on the Closing Date and Seller shall arrange for final meter readings and metered services to be conducted on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned responsible to pay in full all bills for such utility charges related to any period prior to the Closing Date and Purchaser and the amounts thereof shall be a credit responsible to Seller at the Closing. Assessments payable in installments which are due pay all utility charges related to any period on and subsequent to the Closing Date Date. With respect to utilities which are not metered, charges for such service shall be paid by Purchaser. If the amount prorated as of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, based on charges for the previous billing period, and Purchaser and Seller shall deliver receive credits or charges, as appropriate, with such amounts to be re-prorated promptly after the final bills are issued. Seller a reconciliation statement shall cooperate with Purchaser to effect the transfer of Post-Closing Receipts through utility accounts from Seller to Purchaser. Expenses pertaining to Service Agreements that Purchaser elects to assume and personal property taxes (if applicable) and any other expenses relating to the first 90 days after Property shall be prorated between the parties as of 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, security deposits which are refundable under the leases regardless of the effect of Seller's bankruptcy or any foreclosure may have on such security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the later of the Closing Date or the actual date of the closing of this transaction ("Proration Date"), and credited against to the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay to Seller an amount equal to the amount such Post-Closing Receipt to Seller, exceeds the amount currently due by the tenant paying such Post-Closing Receipt under its lease. Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderhereunder provided, but however, that Purchaser shall not be liable required to Seller for its failure instigate litigation to collect samePost-Closing Receipts. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Receipts and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents A. ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; accrued but unpaid interest on the Note; fuels; prepaid operating expenses; management fees in the amount of 5%; 1995 (if not paid) and 1996 real and personal property taxes; accrued but unpaid interest on the Note and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments of record (other than ad valorem taxes) payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, except as to delinquent rent referred to in Paragraph 12.2 12B below. In addition, Purchaser shall give Seller a credit at Closing for all escrows, reserves and holdbacks held by the Lender under the Loan Documents, except for amounts, if any, of such escrows, reserves and holdbacks applicable to expenses which relate to the period prior to the Closing Date for which Purchaser has not been given a credit hereunder. 12.2. B. All basic rent sums 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 including the Closing Date after the payment to Purchaser of all then current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. For a period of sixty days following Closing, Purchaser shall use reasonable efforts send monthly collection notices to collect all amounts which, upon collection, would constitute tenants residing at the Property owing Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect sameReceipts. Within 120 90 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 60 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 not previously delivered to Seller in accordance with the terms hereof. At Seller's expense, Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Seller shall deliver to Purchaser any sums received by Seller after the Closing Date which relate to the period of time after the Closing Date, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's auditalong with an accounting identifying any such sums. Paragraph 12.2 12B of this Agreement shall survive the Closing and the delivery and recording of the deedDeed.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date (on the basis of the actual number of days elapsed over the applicable period): (a) All ad valorem real estate taxes, assessments, and any payments in lieu thereof pursuant to Ohio Revised Code Chapter 5709 and not reimbursable by tenants under the Leases for the calendar year of the Closing which have not been paid but are due and payable with respect to calendar year 2016 shall be apportioned and prorated on a per diem basis between the parties as of the Closing Date, and credited against the balance regardless of the collection date therefor. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash due security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. Seller shall deliver to Purchaser at ClosingClosing any tenant security deposits which are held in the form of letters of credit, along with any required transfer forms and fees, if any. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any escrows or bond repayment deposits established delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in connection with the Bonds or Existing Bond trust for Seller and Mortgage Documents are not refunded promptly delivered to Seller at Closingby Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the proceeds in said escrows shall be assigned right to Purchaser pursue any remedy against any tenant owing delinquent rents and the any other amounts thereof shall be a credit to Seller at (but shall not be entitled to terminate or threaten to terminate any lease or any tenant’s right to possession), which right shall include the right to continue legal actions or proceedings against any tenant which have already been commenced, but not the right to commence new legal actions or proceedings. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Assessments payable Purchaser shall reasonably cooperate with Seller in installments any collection efforts hereunder (but shall not be required to litigate or declare a default under any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which are due subsequent the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant, and the Closing Date, and the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall pay such excess to Purchaser at Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. Specifically, Seller will prepare a reconciliation as of the Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for operating expenses and real estate taxes and assessments in excess of the applicable expense stop, if any, specified in each Lease (collectively, “Operating Expense Recoveries”) for calendar year 2016. If less amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Leases if the reconciliations under such Leases were completed as of the Closing Date based on the operating expenses and real estate taxes and assessments incurred by the Seller for calendar year 2016 up to the Closing Date shall be paid by Purchaser(as prorated pursuant to this Section 5.4.1), Purchaser will pay such difference to Seller at Closing as an addition to the Purchase Price. If more amounts have been collected from Tenants for Operating Expense Recoveries for calendar year 2016 than would have been owed by Tenants under the Leases if the reconciliations under such Leases were completed as of the Closing Date based on the operating expenses and taxes incurred by the Seller for calendar year 2016 up to the Closing Date (as prorated pursuant to this Section 5.4.1), Seller will pay to Purchaser at Closing as a credit against the Purchase Price such excess collected amount. Purchaser and Seller agree that such proration of Operating Expense Recoveries at Closing for calendar year 2016 will fully relieve Seller from any responsibility to Tenants or Purchaser for such matters subject to Seller’s and Purchaser’s right and obligation to finalize prorations within one hundred eighty (180) days after the last day of the calendar year in which the Closing occurs solely to make adjustments necessary to the extent estimates used in the calculation of such reconciliation at Closing differ from actual bills received after Closing for those items covered by such reconciliation at Closing or to correct any errors. In this regard, Purchaser will be solely responsible, from and after Closing, for (i) collecting from Tenants the amount of any outstanding Operating Expense Recoveries for calendar year 2016 for periods before and after Closing, and (ii) where appropriate, reimbursing Tenants for amounts attributable to Operating Expense Recoveries for calendar year 2016, as may be necessary based on annual reconciliations for Operating Expense Recoveries for such calendar year. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the items to be prorated is not then ascertainableClosing and annual permit and inspection fees. (g) Utilities, the adjustments thereof shall be including, without limitation, telephone, steam, electricity and gas, on the basis of the most recent ascertainable data. All prorations will recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assigned to Purchaser at the Closing, which shall be final except credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof, including, without limitation, any amounts paid by tenants of the Property and held by Seller as actual or estimated real estate taxes pursuant to such tenant’s leases. (m) If Purchaser shall be assuming the Existing Financing, interest payable on the Existing Financing. (a) If any of the items described in Section 5.4.1 hereof cannot be apportioned at the Closing because of the unavailability of information as to delinquent rent referred the amounts which are to in Paragraph 12.2 below. 12.2. All basic rent paid following be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date by or the date such error is discovered, as applicable; provided that (i) with the exception of any tenant item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the Property who is indebted under a lease for basic rent for any period prior to and including one hundred eightieth (180th) day after the Closing Date after and (ii) with respect to the payment items required to Purchaser be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of all current basic rent shall be deemed a "Post-Closing Receipt" until any such item at any time as all such indebtedness is paid in full. Within ten following the one (101) days following each receipt by Purchaser year anniversary of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon If the delivery Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the Post-tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing Receipts reconciliationshall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. (b) If Purchaser shall be assuming the Existing Financing, Purchaser shall deliver be given a credit at the Closing for the then current principal balance of the Existing Financing and Seller shall be given a credit for the amount of all security, escrows and deposits held in connection with the Existing Financing (to the extent not replaced by Purchaser or released by Existing Lender). 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any Post-Closing Receipts owing new Leases or modifications to Seller and not previously delivered to Seller any existing Leases entered into after the date hereof in accordance with the terms hereofand conditions set forth in Section 7.2.3(a) of this Agreement except for any such costs and expenses designated as Seller Leasing Costs in the following sentence. Except as set forth on Exhibit Q (the “Purchaser Assumed Pre-Existing Brokerage and TI Costs”), Seller retains shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the right initial term of all Leases entered into prior to conduct an auditthe date of this Agreement and for any extension, at renewal or expansion of any such Lease exercised prior to the expense date of this Agreement (collectively, “Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to SellerLeasing Costs”). At Closing, Purchaser shall receive a credit against the Purchase Price for any portion of the Purchaser Assumed Pre-Existing Brokerage and TI Costs still outstanding and payable by Purchaser post-closing. Purchaser shall be responsible for and expressly assumes the obligation to pay all Purchaser Assumed Pre-Existing Brokerage and TI Costs and all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees for any new leases entered into either prior to or from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into either prior to or from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement (collectively, “Purchaser Leasing Costs”). If at the Closing Seller said additional Post-has paid any Purchaser Leasing Costs, the prorations at the Closing Receipts, and in shall include an appropriate credit to Seller. If at the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the cost of performing Seller's audit. Paragraph 12.2 prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 The provisions of this Agreement Section 5.4 shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.1. Rents (exclusive of delinquent rentsAt the Closing, but including prepaid rents); prepaid associations duesprorations between the applicable Seller, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond one hand, and Mortgage DocumentsBuyer, water on the other hand, shall be made for each Property as follows: (a) All general ad valorem taxes, special assessments and other taxes or charges of a similar nature imposed by any Governmental Authority against a CLP Managed Property, or by any applicable property owners association, utility charges; fuels; prepaid operating expenses; management fees in district or any other body (collectively, the “Impositions”) against the CLP Managed Properties for all prior years and all current year Impositions that are due and payable on or before the Closing Date, together with all payroll taxes, sales taxes, license taxes, liquor taxes and use taxes that are due and payable with respect to the CLP Managed Properties on or before the Closing Date, shall have been paid by the applicable Seller on or before the Closing Date, subject to proration as follows: Buyer shall be responsible for the payment to each applicable Seller of the amount of 5%; real Impositions that relate to the period on and personal property taxes; after the Closing Date (and other similar items the Sellers shall be adjusted ratably as responsible for the payment of 12:01 a.m. on such Impositions relating to the period prior to the Closing Date). To the extent that Impositions for CLP Managed Properties for the current year have accrued but are not yet due and payable, such amounts shall be paid by Buyer following the Closing Date, and credited Buyer shall receive a credit against the balance of Purchase Price for the cash due at Closing. To amount thereof that is attributable to the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded period prior to Seller at Closing, such pro ration to be based on the proceeds in said escrows most recent available information, as adjusted by any known changes relating to the period during which the Closing occurs, and shall be assigned subject to Purchaser true-up pursuant to Section 6.5(l). Sellers and Buyer acknowledge that with respect to each CLP Leased Property, the amounts thereof Tenant under the Lease for such CLP Leased Property is responsible to pay all Impositions with respect to such CLP Leased Property, and therefore shall not be subject to proration under this Section 6.5. (b) All charges for gas, electricity, water, telephone, sewer and other utilities for the CLP Managed Properties shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataavailable information, as reasonably adjusted to account for known variances from usage that would not otherwise be reflected in such information. All prorations will be final except as Sellers shall receive a credit for, and shall assign to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following Buyer, all deposits made by Sellers at the Closing Date by any tenant of the Property who is indebted under a lease for basic rent CLP Managed Properties for any period prior utility services; Sellers shall request that the companies and municipalities furnishing utility services to and including the Closing Date after CLP Managed Properties make termination readings on the payment to Purchaser morning 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser or on a date as soon thereafter as practicable, and submit final statements for utility services, which shall deliver be reconciled pursuant to the Statement of Adjustments. Sellers and Buyer acknowledge that with respect to each CLP Leased Property, the Tenant under the Lease for such CLP Leased Property is responsible to pay all such utility charges with respect to such CLP Leased Property, and therefore shall not be subject to proration under this Section 6.5. (c) With respect to the CLP Managed Properties, all membership dues for the month in which the Closing occurs or for any subsequent period after Closing, all items of expense under Approved Contracts, and all membership fees, charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other income items that have accrued to the accounts of members or customers of the CLP Managed Properties but that have not been invoiced as of the Closing Date, shall be prorated as of the Closing Date. (d) All prepaid membership dues, fees or charges, handicap fees, driving range fees, golf club storage fees, locker fees, trail fees and other charges collected by Seller or the Manager with respect to the CLP Managed Properties shall be prorated as of the Closing Date. (e) Buyer shall receive a reconciliation statement credit in the amount of Post-Closing Receipts through the first 90 days all deposits received by Sellers or Manager for Bookings to take place after the Closing with respect to the CLP Managed Properties (and shall assume all liability arising after Closing with respect thereto). (f) Buyer shall receive a credit for all gift certificates, rain checks, or other instruments redeemable for goods or services at the CLP Managed Properties and sold or issued on or after the date that is twelve (12) months prior to the Closing Date. Upon , to the delivery extent they have neither been redeemed nor expired as of the PostClosing Date. (g) Buyer shall receive a credit for any cash security deposit held by Sellers pursuant to any of the Leases, to the extent such security deposit or any portion thereof has not been retained by Sellers prior to the Closing Date pursuant to the terms of the applicable Lease, and Buyer shall thereafter be responsible for the return of such deposit in accordance with the applicable lease; Seller shall receive a credit for any cash security deposit held by Ground Lessors pursuant to any of the Ground Leases, to the extent such security deposit or any portion thereof has not been retained by the Ground Lessors prior to the Closing Date pursuant to the terms of the applicable Ground Lease. (h) All other items of income or expense with respect to the CLP Managed Properties shall be prorated as of the Closing Date, with all such items of income and expense that relate to the Closing Date and the period after the Closing Date being credited and/or charged, as applicable, to the Buyer’s account. Without limiting the generality of the preceding sentence, (i) income received by Sellers and accounts receivable that represent ▇▇▇▇▇▇▇▇ for goods and services to be rendered on or after the Closing Date shall be for the account of Buyers, (ii) pre-paid expenses which relate to goods or services to be provided to the CLP Managed Properties in the ordinary course of business on or after the Closing Receipts reconciliationDate shall be borne by Buyers, Purchaser and (iii) refunds, to the extent relating to the period prior to the Closing, shall deliver be for the account of the applicable Seller. (i) Buyer and Seller acknowledge and agree that the balance of all tax and insurance escrow accounts described in the Leases and Management Agreements and held by Seller (the “Escrow Accounts”) and the balance of all Prepaid Annual Membership Dues (as defined in the Leases and/or Management Agreements) held by Seller shall be transferred and assigned by Seller to Buyer at the Closing (or alternatively, Buyer shall receive a credit to/reduction of the Purchase Price in the amount of such Escrow Accounts and Prepaid Annual Membership Dues) and Buyer shall thereafter be responsible for same in accordance with the applicable Lease or Management Agreement. (j) Buyer and Seller any Post-acknowledge and agree that the balance of all cap ex reserve accounts at the Properties (the “Reserves”) are set forth on Schedule 10.1(v)(A) as of the date of such report. Buyer shall receive a credit against the Purchase Price in the amount of the balance of such Reserves in place on the day prior to the Closing Receipts owing Date (which amount includes an uncommitted contingency component which is being credited against the Seller’s obligation to credit Buyer an amount equal to the Arrowhead Tap Fee pursuant to Section 5.2(c)), and Buyer shall thereafter be responsible for same in accordance with the applicable Lease or Management Agreement, including the obligation to establish new reserve accounts as may be required. Seller shall retain ownership of the Reserve accounts which are not included in the Property. Prior to Closing, deposits into and not previously delivered to Seller withdrawals from the Reserves shall be made in the ordinary course of business in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedapplicable Lease or Management Agreement. (k) XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX

Prorations. 12.1. Rents (exclusive of delinquent a) Rents, including, without limitation, percentage rents, but including prepaid rentsif any, and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); prepaid associations duesreal property taxes and assessments; water, refundable security deposits (which will be assigned to sewer and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuelsamounts payable under any service contracts; prepaid operating expensesannual permits and/or inspection fees (calculated on the basis of the period covered); management fees and any other expenses of the operation and maintenance of the Property (including, without limitation, those expenses listed on SCHEDULE 5 attached hereto already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of 5%; real and personal property taxes; and other similar items the unamortized portion thereof), together with tenant improvement costs, leasing commissions, as provided in Section 7.2 above, shall all be adjusted ratably prorated as of 12:01 a.m. on the Closing Datedate the Deed is recorded, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataa 365-day year. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following Any sums collected by Buyer from tenants after the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time as promptly paid to Seller to the extent of any rents and other sums which were delinquent at Closing, after first applying all such indebtedness is paid in fullamounts collected to current obligations. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser Buyer shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, such delinquent rents but shall not be liable obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. Seller for its failure retains the rights to collect sameany such delinquent rents from tenants after Closing provided that 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 leased premises. Within 120 days after The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property, in which case all such deposits for which Seller receives credit shall remain in place for the benefit of Buyer and Seller shall execute and deliver such documents as shall be necessary to assign such deposits to Buyer. 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, Purchaser then the same shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days be calculated as soon as reasonably practicable after the Closing DateDate and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to the other party. Upon Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the delivery basis of the Post-Closing Receipts reconciliationleases and other sources of income and expenses, Purchaser and shall deliver such computation to Seller any Post-Closing Receipts owing the Title Company prior to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser Closing. (b) The parties shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.closing costs below as follows:

Prorations. 12.1It is acknowledged that the Lessee, as lessee under the Property Lease, shall continue to operate the Property from and after Closing and, pursuant to said Property Lease, shall be entitled to all revenues generated from, and shall be obligated to pay all taxes and expenses (including all rental due under the Ground Lease) relating to, the Property from and after Closing and during the entire term of the Property Lease (subject, however, to 34 39 payment of the various rentals otherwise described in said Property Lease). Rents As a result of the foregoing, there shall be no proration, at Closing of any revenue, tax or expense items hereunder. However, for purposes of determining "Additional Rent" due and owing under the Property Lease for the year in which the Closing Date (exclusive of delinquent i.e., the "Commencement Date" under the Property Lease) occurs, the parties agree as follows: (a) All revenue received by Seller that relates to time periods after the Closing Date, including, but not limited to, deposits, advance registration and other fees previously received by Seller, rents, but including prepaid rents); prepaid associations membership dues, refundable security deposits (which will initiation fees, prepaid greens fees, coupon book receipts, gift certificates, discount certificates, locker rentals, tournament fees, tradeouts, function deposits, and bag storage charges, shall be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid deemed "Golf Course Revenue" or accrued "Other Revenue" (as the case may be) interest on under the Existing Bond and Mortgage DocumentsProperty Lease, water and other utility charges; fuels; prepaid operating expenses; management fees in attributable to periods following the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance Commencement Date of the cash due at Closing. To Property Lease term on an accrual basis in accordance with generally accepted accounting principles. (b) All of Seller's receivables, unreceived revenue and deferred income relating to the extent any escrows or bond repayment deposits established in connection with operation of the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent Property prior to the Closing Date and not otherwise provided for in this Section 10.2 or elsewhere in this Agreement, shall remain the property of Seller ("SELLER'S RECEIVABLES") and shall not be paid by Purchaser. If deemed "Golf Course Revenue" or "Other Revenue" under the amount of Property Lease attributable to any period falling within the term of the items Property Lease. It is acknowledged that the Lessee, as lessee under the Property Lease, shall continue to be prorated is not then ascertainableattempt to collect Seller's Receivables following the Closing Date. Regardless of payee designation, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid all payments received following the Closing Date by any tenant of the Lessee, as lessee under the Property Lease, from any club member who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent has an outstanding Seller's Receivables shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid presumed to be payments in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt respect to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receiptscurrently due charges, and thereafter to outstanding Seller's Receivables in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost inverse order of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedmaturity.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited Seller shall apportion as of midnight of the day preceding the Closing, the items hereinafter set forth. Any errors or omissions in computing apportionments at Closing shall be promptly corrected. The provisions of this Section 14 shall survive the Closing. The items to be adjusted are: 14.1.1 city, state, county, school, ad valorem taxes and other assessments for the fiscal year of sale; should such proration be inaccurate based on the actual millage set forth on the ad valorem tax ▇▇▇▇ if the current tax ▇▇▇▇ was not been received by the date of the Closing, either party may demand after the date of Closing, that such taxes and assessments be reprorated based on the actual ▇▇▇▇ and shall be entitled to receive upon demand, any amount owing to such party based on such reproration; 14.1.2 all base rent, percentage rent and additional rent and similar charges to the extent collected by the Seller, except that percentage rents shall be separately apportioned for each Tenant who is obligated to pay percentage rent on the basis of the fiscal year set forth in the Tenant’s Lease. To the extent that Seller or Purchaser receives any base rent, percentage rent and/or other additional rent or other charges after the Closing, the same shall be immediately delivered to Purchaser at Closing); prepaid to be applied in accordance with the terms of Section 14.2. 14.1.3 all other income and all operating expenses of the Property for the Assumed Contracts and public utility charges and any charges or accrued (as payments under the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items REA shall be adjusted ratably prorated at the Closing effective as of 12:01 a.m. on the Closing Date, and credited against the balance appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser shall prorate public utility charges as of midnight of the cash due at day preceding the Closing based on applicable utility bills. Notwithstanding anything herein to the contrary, there shall be no apportionment of any fees or charges with respect to Seller’s termination of the Existing Management Agreement. 14.1.4 At Closing, any prepaid rents and security deposits under the Leases (together with any interest accrued thereon) shall be transferred to Purchaser by way of a credit in favor of Purchaser. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at At Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof GH Reimbursement shall be a credit to in favor of Seller. 14.1.5 At Closing, Seller at shall pay (or, if Seller has not already paid, shall give Purchaser a credit against the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If Purchase Price) the amount of all allowances, concessions, inducements and/or landlord improvement work provided for in any of the items to be prorated is Leases that were not then ascertainablefully paid or performed, except for the adjustments thereof allowances identified in clauses “(x),” “(y)” and “(z)” of Section 8.1.9(d) and the Imperial Spa Work which allowances and work shall be on Purchaser’s responsibility following the basis Closing. 14.1.6 At Closing, in the event any amounts are owing for leasing or brokerage commissions with respect to any of the most recent ascertainable data. 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 including the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until Leases, whether such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days costs are payable before or after the Closing Date, Seller shall grant Purchaser a credit against the Purchase Price in the aggregate amount of any such unpaid commissions and Purchaser shall deliver assume the obligation to Seller a reconciliation statement pay to the applicable broker the amount actually received by Purchaser as credit in respect of Postthe commission owing to such broker, except for the commissions due to MCC Realty Management, Inc. pursuant to the Non-Closing Receipts through Exclusive Leasing Agreement attached hereto as Exhibit “O” with respect to the Great Harvest Market and the Imperial Spa Leases. 14.1.7 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 90 days 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, if any, shall be paid by the Seller and all installments becoming due and payable after the Closing Date. Upon Closing, if any, shall be assumed and paid by the delivery of the Post-Closing Receipts reconciliationPurchaser, Purchaser shall deliver to Seller except, however, that any Post-Closing Receipts owing to Seller installments which are due and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and payable in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive calendar year in which the Closing and the delivery and recording of the deedoccurs shall be adjusted pro rata.

Prorations. 12.1(a) Each Seller shall be entitled to all rent and related payments under the Revenue Leases to which it is party relating to any period (or portion thereof) preceding the Closing Date (regardless of the actual rent receipt date). Rents Purchaser shall promptly remit to MobileMedia Communications on behalf of Sellers, all rent and related payments that Purchaser receives or collects from Tenants under the Revenue Leases regarding rent relating to any period (exclusive or portion thereof) preceding the Closing Date. Such rent shall include the application of delinquent rentsany guarantee payments, but including prepaid rents); prepaid associations duesindemnities, refundable security deposits (which will be assigned setoffs or similar payments or recoveries that are applied to and assumed rent. The parties agree that all such payments received by Purchaser or its representatives from or on behalf of a Tenant shall applied in the following order: (i) first, to unpaid rent that has been due within sixty (60) days preceding such rent receipt date, first applied to rent that is most remotely in arrears, (ii) next, to rent that is due on such rent receipt date or comes due during the immediately succeeding forty (40) -day period, (iii) next, to unpaid rent that has been due more than sixty (60) days preceding such rent receipt date, first applied to rent that is most remotely in arrears, and credited (iv) then, to rent coming due more than forty (40) days after such rent receipt date. Notwithstanding the foregoing provisions of this Section 7.07(a), Purchaser shall be entitled to all rent under the Revenue Leases which comprises rental payments relating to any period (or portion thereof) on or after the Closing Date ("Post-Closing Period Revenue Leases Prepaid Rent"), and Sellers shall deliver to Purchaser at Closing); prepaid or accrued Closing by payment of an amount equal to any Post-Closing Period Revenue Leases Prepaid Rent. (as the case may beb) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items Sellers shall be adjusted ratably as of 12:01 a.m. responsible for paying all rent under the Ground Leases relating to any period (or portion thereof) which ends on or prior to the date immediately preceding the Closing Date. As applicable, with respect to rent under any Ground Lease that has been paid by or for any Seller and credited against the balance of the cash due at Closing. To the extent which comprises rental payments relating to any escrows period (or bond repayment deposits established in connection with the Bonds portion thereof) on or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to after the Closing Date ("Post-Closing Period Ground Leases Prepaid Rent"), Purchaser shall be paid reimburse Sellers at Closing by Purchaser. If payment of an amount equal to the amount of any of Post-Closing Period Prepaid Ground Lease Rent. (c) Utility charges, personal property taxes, real estate taxes and similar items relating to the items to be prorated is not then ascertainable, the adjustments thereof Assets shall be ratably adjusted among the parties at the Closing (or as soon as reasonably practicable thereafter to the extent that the allocation is undetermined by the Closing Date). Subject to Section 3.01(k) regarding the allocation of Transfer Taxes And Charges, and without limiting the foregoing provision of this Section 7.07(c), Sellers shall be responsible for taxes relating to the Assets regarding any period (or portion thereof) which ends on or prior to the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following date immediately preceding the Closing Date by any tenant of and Purchaser shall be responsible for all taxes relating to the Property who is indebted under a lease for basic rent for Assets regarding any period prior to and including the Closing Date 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 (10or portion thereof) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days on or after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1At Closing, the following prorations shall be computed and apportioned between Buyer and Seller as of the date of Closing based on the ratio of the number of days in the period for which such charges are paid to the number of days in such period (i) before but not including the date of Closing and (ii) from and after the date of Closing: 6.5.1 The parties shall prorate all rents payable under the Leases (if any) (“Rents”). Buyer will receive a credit at Closing for the prorated amount of all Rent previously paid to, or collected by, Seller and attributable to any period from and after the Closing Date. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned are “Delinquent” when they were due on or prior to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against payment thereof has not been made on or before the balance of the cash due Closing Date. Delinquent Rent shall not be prorated at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned entitled to Purchaser all rent collected prior to Closing and the amounts thereof shall be a credit attributable to Seller at the Closing. Assessments payable in installments which are due subsequent any period on or prior to the Closing Date Date, as well as any and all Rents collected after Closing to the extent such amount relates to any Delinquent Rent. Buyer shall be paid by Purchaser. If the amount of any of the items entitled to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as all Rents actually collected prior to delinquent rent referred Closing and attributable 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 on and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days as well as any Rents (other than Delinquent Rent) collected after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Any Rent collected by Seller and not previously delivered due Buyer per the terms of this Agreement shall be promptly remitted to Buyer by Seller except to the extent Buyer received a credit for such amounts through Escrow Holder in accordance with this Section 6.5.1. Notwithstanding anything to the terms hereofcontrary contained herein, the term “additional rents” shall mean any and all amounts due from the existing tenants for operating expenses, common area maintenance charges, taxes, shared utility charges, management fees, insurance costs, other comparable expenses and pass-through charges and any other tenant charges. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 The provisions of this Agreement Section 6.5.1 shall survive the Closing and the delivery of any conveyance documentation. 6.5.1.1 The parties shall not prorate Rents which are past due prior to the Closing Month (“Receivables”) until collected. Rents collected after Closing by Buyer shall be allocated: first to Buyer to the extent of collection costs; next to Buyer to the extent of Rents applicable to the post-Closing period and recording then due and payable; next to Seller to the extent of Receivables; and the deedremainder to Buyer. Buyer shall have no obligation to undertake collection efforts of any kind with respect to Rents due for any periods prior to the Closing. Seller shall retain the right to commence collection actions for Receivables (without any right to terminate the Leases or evict existing tenants).

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all Tenants' liability, if any, for such items); operating expenses which are reimbursable by the Tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the day before the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent the matters referred to in Paragraph 12.2 below. If the Seller shall have collected from Tenants any payments for utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period prior to the Closing Date, then Purchaser shall receive a credit for such excess amounts. If Seller is credited for any utilities, taxes, common area expenses, or other operating expenses in excess of amounts incurred by Seller for any period prior to the Closing Date, then Purchaser shall receive a credit for such excess amounts. If Seller is credited for any utilities, taxes, insurance, common area expenses or other expenses which Seller has paid applicable to the period prior to the proration date and which are reimbursable by Tenants after the Closing, the amount of the credit shall be held in escrow by the Title Company and shall be released to Seller when payment is made by the Tenant. Finally, Purchaser shall receive a credit on the Closing Date in the amount of $276,068.00 pursuant to the March 24, 1997 Beazer East, Inc. settlement relating to roof repairs. 12.2. All basic rent paid following the Closing Date by any tenant Tenant of the Property who is indebted under a lease Lease for basic rent for any period prior to and including the Closing Date or any utility charges, insurance premiums, real property taxes, personal property taxes, or operating expenses rebated or refunded relating to any periods prior to the Closing Date but received by Purchaser after the payment to Purchaser of all current basic rent Closing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Receipts and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. If, following the Closing, Seller receives any rebates or refunds of utility charges, insurance, real or personal property taxes or operating expenses relating to periods after the Closing Date, the amount of such rebate or refund shall be paid to Purchaser, and Purchaser shall indemnify, defend and hold harmless the Seller against the claims of Tenants with respect to such funds. The provisions of this paragraph shall be confirmed at and shall survive Closing. 12.3. Any percentage rent attributable to a specified period ("Percentage Rent Period") ending prior to the Closing Date shall be promptly paid over to Seller if and when collected. Seller shall be entitled to all percentage rent attributable to the period prior to the Closing Date for any Percentage Rent Period ending prior to the Closing Date. Percentage rent payable with respect to a Percentage Rent Period a portion of which occurs prior to the Closing Date and a portion of which occurs subsequent to the Closing Date shall be apportioned between Seller and Purchaser on the basis of their respective period of ownership during the applicable Percentage Rent Period. This Paragraph 12.3 shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent 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 10.4(b) below. (ii) Cash 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, but including prepaid rents); prepaid associations duestogether with interest required to be paid to Tenants thereon. (iii) Utility charges payable by Seller, refundable security deposits (which will be assigned to including, without limit.ation, electricity, water charges and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest sewer charges. If there are meters on the Existing Bond and Mortgage DocumentsReal Property, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount Seller will cause readings of 5%; real and personal property taxes; and other similar items shall all said meters to be adjusted ratably as of 12:01 a.m. on performed not more than three (3) Business Days prior to the Closing Date, and credited against a per diem adjustment shall be made for the balance 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 cash due at Closingtax rate for the preceding year applied to the latest assessed valuation. To If, subsequent to the extent Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any escrows other reason) for the Real Property and Improvements should be determined to be higher or bond repayment deposits established lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. Any and all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the Bonds or Existing Bond time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and Mortgage Documents are not refunded credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the 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 signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller at Closing, (if the proceeds prorations result in said escrows shall be assigned a net credit to Seller) or by Seller to Purchaser and (if the amounts thereof shall be prorations result in a net credit to Seller Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableDate, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following made on the Closing Date by any tenant basis of the Property who is indebted under actual figures, and a lease for basic rent for any period prior final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall 's insurance policies will not be liable assigned to Seller Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for its failure to collect same. Within 120 days after utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser shall deliver will be obligated to make its own arrangements for any deposits with the utility providers. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for 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 a reconciliation statement 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 Post-Closing Receipts through building operation and maintenance costs and expenses as provided for under its Lease, to the first 90 days after extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Upon the delivery of the Post-Closing Receipts reconciliationDelinquent Rental will not be prorated. With respect to Tenants still in occupancy, Purchaser shall deliver agrees to use commercially reasonable efforts with respect to the collection 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 Post-Closing Receipts owing Tenant. With respect to Tenants no longer in occupancy, Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains reserves the right to conduct an audit, at pursue the expense 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 at reasonable times for the calendar month of Closing) and upon reasonable notice, of Purchaser's books and records then to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing delinquencies owed by such Tenant to Seller, Purchaser shall pay . Any sums due Seller will be promptly remitted to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents 5.2.1 Rentals from Leases (exclusive of delinquent rentsincluding fixed monthly rentals and other periodic rentals, but including additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the tenants), prepaid rents); rentals and prepaid associations duespayments (collectively, refundable “Rent”) shall, subject to the further provisions hereof, be prorated on the basis that Buyer shall receive a credit for all security deposits (actually held by Seller and for all Rent which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on Seller has actually received before the Closing Date, and credited against which is allocable to the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at period after the Closing. Assessments payable in installments which are due subsequent Seller shall not receive a credit for any Rent Seller has not received as of the Closing that is allocable to the Closing Date period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing, Buyer shall promptly pay the same to Seller, after application of the same to any rent due from the applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be paid by Purchaser. If the amount of any prorated as of the items to be prorated is not then ascertainable, the adjustments thereof shall be Closing on the basis of the most recent ascertainable dataassessed valuation of and rates and multiplier applicable to the Property. All If prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing Date by any tenant of for the Property who is indebted under a lease for basic rent for any period prior to and including the Closing, the parties shall make any necessary adjustment after Closing by cash payment upon demand to the party entitled thereto so that Seller shall have borne all taxes allocable to the period prior to the Closing Date (including all supplemental taxes which are allocable to the period prior to Closing) and Buyer shall bear all taxes allocable to the period after the payment Closing (including all supplemental taxes which arc allocable to Purchaser the period after the Closing). 5.2.3 Seller shall endeavor to have all of all current basic rent its utility accounts with respect to the Property closed out effective as of the Closing Date; if such close-out is not possible, utilities shall be deemed a "Postprorated as of the Closing (with the assumption that utility charges were uniformly incurred during the billing period in which the Closing occurs). 5.2.4 Common area and maintenance charges, property taxes, insurance and other operating cost pass-Closing Receipt" until such time throughs payable by Tenants which accrue as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser but which are not then due and payable (collectively, the “Operating Expenses”), shall deliver not be prorated, except as herein provided. Buyer shall receive and retain any Operating Expenses paid by Tenants on or after the Closing Date and Seller shall receive and retain any Operating Expenses paid by Tenants prior to the Closing Date; provided, however, that any monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller a reconciliation statement prior to the Closing Date or by Buyer on or after the Closing Date shall be prorated as of Post-Closing Receipts through the first 90 days after the Closing Date. Upon Buyer and Seller shall prorate at Closing, actual Operating Expenses collected by Seller from Tenants prior to Closing with actual Operating Expenses paid by Seller with respect to such period, so that if there are any rebates owing to Tenants for the delivery period of Seller’s ownership, Seller shall pay Buyer the amount of such rebates at Closing, and if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to the period of Seller’s ownership, Buyer shall promptly pay Seller the amount so owed to the landlord upon Buyer’s receipt of the Post-Closing Receipts reconciliation, Purchaser same (and Buyer shall deliver exert diligent good faith efforts to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with collect the terms hereofsame). Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of Any prorations under this Agreement based upon monthly amounts shall survive the Closing and the delivery and recording of the deedbe based upon a thirty (30) day month; any prorations under this Agreement based upon annual amounts shall be based upon a 366 day year.

Prorations. 12.16.7.1. Rents (exclusive of delinquent Re▇▇ ▇▇▇▇▇▇▇y taxes, assessments, rents, but including prepaid rents); prepaid associations duessecurity deposits, refundable and cam expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits (which will and cam expenses shall be assigned 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 assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest assessment prorations shall be based on the Existing Bond 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 Mortgage Documentsnot 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, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably prorated as of 12:01 a.m. on the Closing Date, Close of Escrow. 6.7.2. ▇▇l leasing commissions owing and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection tenant improvements with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent respect to the Closing Date Property transactions entered into prior to execution of this Agreement shall be paid by Purchaser. If Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataProperty arising therefrom. 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 leasing commissions for basic rent new Leases and for any period prior to Lease renewals and including the Closing Date expansion options executed 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 date of this Agreement shall survive be prorated between Buyer and Seller as their respective periods of ownership bear to the Closing and the delivery and recording primary term of the deednew 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 (except those items which under the terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the date of closing and which are in any way related to the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller 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, brought by third parties and based on events occurring subsequent to the date of closing and which are in any way related to the Property, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees.

Prorations. 12.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Rents (exclusive Seller will be charged and credited for the amounts of delinquent rentsall of the Proration Items relating to the period up to and including the Closing Time, but including prepaid rents); prepaid associations dues, refundable security deposits and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which will approval shall not be assigned unreasonably withheld) two (2) days prior to and assumed the Closing Date (the “Closing Statement”). The Closing Statement, 37 once agreed upon, shall be signed by Purchaser and credited Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser at Closing); prepaid (if the preliminary prorations result in a net credit to Purchaser) by increasing or accrued (as reducing the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees cash to be delivered by Purchaser in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following of the Closing Date Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by any tenant the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before the last day of the Property who Survival Period (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is indebted under a lease for basic rent for governed by Section 3.2 above), will survive the Closing until the Final Proration Date, and in the event any period items subject to proration hereunder are discovered prior to and including the Closing Date after Final Proration Date, the payment to Purchaser of all current basic rent same shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt promptly prorated by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Until the end of the Survival Period, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller retains shall have the right to conduct an audit, at pursue Delinquent Rentals after Closing. With respect to any Delinquent Rentals received 38 by Purchaser within the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to SellerSurvival Period, Purchaser shall pay to Seller said additional Post-any rent or payment actually collected during the Survival Period properly attributable to the period prior to the Closing ReceiptsTime. All sums collected by Purchaser during the Survival Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be entitled to institute legal actions to pursue Delinquent Rental after Closing, but in the no event shall Seller be permitted to institute eviction proceedings against any Tenant. Any sums collected by Purchaser and due to Seller will be promptly remitted to Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, and any sums collected by Seller and due to Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedwill be promptly remitted to Purchaser.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items The following prorations shall be adjusted ratably made as of 12:01 a.m. on the day the Closing occurs on the basis of a 365- day year. At least two (2) business days prior to the Closing Date, Escrow Holder shall deliver to Seller and credited against Buyer a tentative proration schedule setting forth a preliminary determination. 5.2.1 Rentals, prepaid rentals and prepaid payments (and all accrued interest thereon, if any) (collectively, "Rent") shall be prorated on the balance basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the period after the Closing and for all security deposits held by Seller. Buyer shall not receive a credit for any Rent Seller has not received as of the cash due at Closing. To Closing which is allocable to the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded period prior to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent If Buyer shall collect any such Rent after the Closing, Buyer shall promptly pay the same to Seller (provided that all rent collected by Buyer after Closing shall be first applied to unpaid rent accruing after the Closing Date). 5.2.2 Real estate taxes and assessments shall be prorated as of the Closing on the basis of the most recent tax statement for the Property. 5.2.3 Any adjustments or prorations not finally determined or agreed upon as of the Closing Date shall be paid by Purchaser. If Buyer to Seller, or by Seller to Buyer, as the case may be, from time to time in cash as soon as practicable following the receipt or determination of the information necessary to make the adjustments after the Closing Date. 5.2.4 Without limiting the generality of Section 5.2.3, after the adjustments with tenants under the Leases at the end of the calendar year in which the Closing occurs (or other applicable period) for taxes, assessments, maintenance charges and operating expenses (collectively, "CAM Charges"), Buyer shall prepare and present to Seller a calculation of the re-proration of taxes, assessments, CAM Charges and those operating expenses to which the CAM Charges relate, based on the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Buyer's calculation. In addition, Seller shall provide Buyer with a credit for any unpaid tenant improvement expenses that are the landlord's obligation under Leases (other than New Documents and other than the $38,200 tenant improvement expense under the Lease with the University of Phoenix), and a credit for any free rent granted to tenants under Leases other than New Documents (other than the one month of free rent granted to the University of Phoenix for the month of March 2000). Seller represents to Buyer that Seller shall not dissolve or otherwise cease conducting business within one year after Closing and shall maintain sufficient assets to enable it to reasonably comply with its obligations under this paragraph and satisfy its other indemnification obligations under this Agreement. 5.2.5 For a period of twelve (12) months following the Closing Date, Buyer and Buyer's successors and assigns shall make available to Seller, and Seller shall make available to Buyer and Buyer's successors and assigns, and their respective employees, agents and representatives, all books and records maintained with respect to the Property which relate to any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to or allocated under this Agreement 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance connection with the terms hereof. Seller retains the right to conduct an auditClosing, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's which books and records to verify shall be made available for inspection and copying upon reasonable notice during ordinary business hours. Any such inspection shall be at reasonable intervals and at the accuracy of the Post-Closing Receipts reconciliation statement inspecting party's sole cost and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedexpense.

Prorations. 12.1. Rents (exclusive All revenues, income, receivables, costs, expenses and payables of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items Property shall be adjusted ratably apportioned equitably between the parties as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataactual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportion- ment is provided, then apportionment of such item shall be made in such manner. All prorations will The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be final except so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as to delinquent rent referred to and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Purchaser shall include such delinquencies in Paragraph 12.2 below. 12.2. All basic rent paid following its normal billing and shall pursue the collection thereof in good faith after the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to (but 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable required to Seller for its failure to collect samelitigate or declare a default in any Tenant Lease). Within 120 days To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall deliver reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller a reconciliation statement shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of Post-Closing Receipts through the first 90 days Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). Upon In no event shall Seller be charged with or be responsible for any increase in the delivery taxes on the Property resulting from the sale of the Post-Property or from any improvements made or lease entered into on or after the Closing Receipts reconciliationDate. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the Property, and Purchaser shall deliver transfer all such utility services to Seller any Post-Closing Receipts owing to Seller its name and not previously delivered to Seller account immediately upon Closing; (vi) Service Contracts on the basis of the charge or premium for the period involved; (vii) Tenant improvements and leasing commissions in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times management and upon reasonable notice, of Purchaser's books and records to verify the accuracy operation of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser Property. No insurance policies shall pay to Seller said additional Post-Closing Receiptsbe assigned hereunder, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser accordingly there shall pay the cost be no proration of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedinsurance premiums.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date (on the basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and credited other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the balance Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the cash due at ClosingClosing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any escrows delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or bond repayment deposits established otherwise affect amounts owed thereunder for any period in connection which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the Bonds or Existing Bond results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and Mortgage Documents are not refunded remit to Seller at its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the proceeds amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in said escrows excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall be receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and the amounts thereof shall be a credit Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Seller Purchaser at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableand annual permit and inspection fees. (g) Utilities, the adjustments thereof shall be including, without limitation, telephone, steam, electricity and gas, on the basis of the most recent ascertainable datarecently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) Notwithstanding anything to the contrary contained herein, Seller shall remain responsible for refunding to the tenants of the Property (including any former tenants of the Property), such tenants’ prorata shares of the real estate tax refund received by Seller and arising out of the tax certiorari proceedings for calendar years 2003 through 2006. All prorations will This provision shall survive the Closing. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be final except apportioned at the Closing because of the unavailability of information as to delinquent rent referred the amounts which are to in Paragraph 12.2 below. 12.2. All basic rent paid following be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date by or the date such error is discovered, as applicable; provided that (i) with the exception of any tenant item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the Property who is indebted under a lease for basic rent for any period prior to and including one hundred eightieth (180th) day after the Closing Date after and (ii) with respect to the payment items required to Purchaser be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of all current basic rent shall be deemed a "Post-Closing Receipt" until any such item at any time as all such indebtedness is paid in full. Within ten following the one (101) days following each receipt by Purchaser year anniversary of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon If the delivery Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the Post-tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing Receipts reconciliationshall be promptly corrected and the proper party reimbursed, Purchaser which obligations shall deliver survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any Post-Closing Receipts owing new Leases or modifications to Seller and not previously delivered to Seller any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the date hereof. Seller retains shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the right initial term of all Leases entered into prior to conduct an auditthe date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the expense of time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay to such unpaid Seller said additional Post-Closing ReceiptsLeasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall be responsible for paying all fees, costs or commissions owing to the Broker (as defined in Section 11.1.2) with regard to the transactions contemplated by this Agreement. 5.4.5 At Closing, the Purchaser shall be receive a credit against the Purchase Price in the event Seller's audit discovers additional Post-Closing Receipts greater than amount of $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 2,600,000. 5.4.6 The provisions of this Agreement Section 5.4 shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent rents11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), but including prepaid rents); prepaid associations duesthe following (collectively, refundable security deposits the “Proration Items”) on an accrual basis (except for real estate and personal property taxes and assessments which will be assigned on a cash basis): real estate and personal property taxes and assessments which are required to be paid during the calendar year in which the Closing occurs (on a cash basis so that such proration pursuant to this Section 10.4(a) shall be with respect to taxes payable in the year in which the Closing occurs and not the taxes which are attributable to such year but payable the following year), utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and assumed including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and credited Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser at Closing); prepaid (if the preliminary prorations result in a net credit to Purchaser) by increasing or accrued (as reducing the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees cash to be delivered by Purchaser in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to delinquent rent referred utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in Paragraph 12.2 effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or prior to April 30, 2011. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above and subsection (f) which is governed by Section 16.1 below) will survive the Closing until May 31, 2011. 12.2. All basic rent (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Date Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by any tenant of the Property who is indebted under a lease for basic rent for Seller after Closing and properly attributable to any period prior to and including following the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until such time Time. “Rentals” as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.used herein includes fixed

Prorations. 12.1. Rents Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (exclusive the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of delinquent rents(b) below), but including prepaid rents); prepaid associations duesexpenses under Permitted Exceptions, refundable security deposits (which will be assigned to and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Sellers and submitted to Purchaser at Closingfor Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents. The Closing Statement, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items once agreed upon, shall be adjusted ratably as signed by Purchaser and Sellers and delivered to the Title Company for purposes of 12:01 a.m. on making the preliminary proration adjustment at Closing Date, and credited against subject to the balance final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All 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 Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to delinquent rent referred utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in Paragraph 12.2 below. 12.2effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. All basic rent paid Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date by has occurred, and in the event any tenant of the Property who is indebted under a lease for basic rent for any period items subject to proration hereunder are discovered prior to and including the Closing Date after Final Proration Date, the payment to Purchaser of all current basic rent same shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt promptly prorated by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Seller retains Notwithstanding anything to the right contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to conduct an audituse the following, at the expense of Seller at reasonable times estimated 2016 real estate taxes and upon reasonable notice, of Purchaser's books and records to verify the accuracy assessments for purposes of the Post-Closing Receipts reconciliation statement proration of same at Closing: (x) $172,450.00 for the Cherokee Plaza Real Property and upon the verification of additional funds owing to SellerCherokee Plaza Improvements, Purchaser shall pay to Seller said additional Post-Closing Receipts(y) $154,000.00 for the ▇▇▇▇▇ Plains Exchange Real Property and the ▇▇▇▇▇ Plains Exchange Improvements, and in (z) $105,000.00 for the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing ▇▇▇▇▇▇▇▇ Bridge Commons Real Property and the delivery and recording of the deed▇▇▇▇▇▇▇▇ Bridge Commons Improvements.

Prorations. 12.1. Rents (exclusive of delinquent rentsrents except as set forth below, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against to the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. Seller shall receive a credit at Closing for an amount equal to 50% of all Rents which are delinquent for not more than 30 days at Closing. All basic rent paid following other Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent that the Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any tenant delinquencies up to and until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the Property who is indebted under a lease for basic rent right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to and including Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date after and said Lease is not assigned to 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 fullPurchaser. Within ten (10) days following each receipt by Purchaser of a Post-Closing ReceiptFurthermore, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but the Seller shall not be liable have the right to retain any portion of any security deposit held by Seller for its failure (if any) with respect to collect same. Within 120 days after any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as of the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1Except 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. Rents (exclusive 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 delinquent rentsKEM 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, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned distributed by KEM to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest Seller through Escrow on the Existing Bond Closing Date. Prorations and Mortgage Documentsadjustments 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), water 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 utility charges; fuels; prepaid operating expenses; management fees Party (the “Reimbursed Party”) in the amount of 5%; real and personal property taxes; and other similar items 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 adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance accompanied by reasonable proof of the cash due at ClosingReimbursed Party’s right to payment. To Both the extent Reimbursed Party and Reimbursing Party agree to cooperate in good faith to resolve any escrows or bond repayment deposits established in connection with disputes regarding such adjustments. Notwithstanding the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closingforegoing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date after the payment to Purchaser of all current basic rent such apportionments shall be deemed a "Postfinal and not subject to further post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten adjustment if no adjustments have been requested within six months (106) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days months after the Closing Date. Upon Buyer and Seller further agree that (a) all rent prepaid by the delivery County of the Post-Closing Receipts reconciliation, Purchaser Riverside under that certain Communications Tower Site Lease Agreement shall deliver be transferred by KEM to Seller any Post-prior to Closing Receipts owing 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 previously delivered distributed to Seller Seller. For the purposes of Sections 21.2 and 2.4, any information, adjustment, error or liability resulting in accordance with 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 hereofof Section 21.11 below. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 The provisions of this Agreement Section 21.2 shall expressly survive the Closing and the delivery and recording for a period of the deedeighteen (18) months.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 56%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Receipts and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.116.1. Rents (including rent under the Ground Lease) (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as interest, costs and fees accruing under the case may be) interest on the Existing Bond and Mortgage Loan Documents, ; water and other utility charges; fuels; prepaid operating expenses; management fees as provided in the amount of 5%management agreement with Insignia; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all Tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the Tenants for the period prior to the Closing Date, less any amount previously paid by the Tenants shall be credited to Seller; unpaid operating expenses for the period prior to the Closing Date shall be prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. on January 1, 1996 (the Closing "Proration Date"), and credited against to the balance of the cash due at Closing. To Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows Closing Date shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closingpaid by Seller. Assessments Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable datadata and if the 1995 real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the 1995 tax bill prior to the contest (adjus▇▇▇, if necessary, to reflect 100% of the assessed value and taxes rather than 85%), shall be the most recent data for 1996 and (i) Purchaser agrees to re-prorate such amount as it relates to the 1996 proration to the extent the 1995 tax contest is successful and (ii) Seller agrees to re-prorate such amount as it relates to the 1996 proration to the extent the 1995 tax contest is unsuccessful. Seller will receive a credit for any balances in escrow accounts established pursuant to the Loan Documents and acknowledged in writing by Lender. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 16.2 below and as provided in Paragraphs 16.3, 16.4 and 16.5. Notwithstanding the terms and provisions of Paragraph 16.2 below, Purchaser acknowledges that the Government pays rent under the U. S. Government Lease for Real Property No. GS-04B-15730 dated August 5, 1977, as amended (the "G.S.A. Lease"), in arrears. Upon receipt by Purchaser, Purchaser shall pay over to Seller Seller's pro rata share of the rent paid by the Government for the month in which the Closing occurs. Notwithstanding anything contained herein to the contrary, Purchaser's obligation to pay such funds to Seller as set forth more fully in this Paragraph 16.1 shall survive the Closing and the recording of the Deed. 12.216.2. All Except as set forth in the second to the last sentence of Section 16.1 above, all basic rent paid following the Closing Date by any tenant of the Property who is indebted under a lease Lease for basic rent for any period prior to and including the Closing Proration Date after in an amount greater than the payment to Purchaser amount of all current basic rent owed by said Tenant to Purchaser shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable efforts its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 180 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 150 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 not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 16.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. 16.3. Notwithstanding anything contained in this Agreement to the contrary, Purchaser acknowledges and agrees that Seller is retaining the following rights, none of which are being conveyed, assigned or transferred to Purchaser pursuant to this Agreement or any documents executed by Seller in connection herewith. All of the items set forth in this Section 16.3 shall survive the Closing and the recording of the Deed. 16.3.1. Seller has advised Purchaser that Seller has protested the real estate taxes for the Property for calendar years 1991, 1992, 1993, 1994 and 1995. All refunds in connection with such tax protests remain the property of Seller and are not being assigned by Seller to Purchaser pursuant to this Agreement. In the event any such refunds are paid to Purchaser, Purchaser agrees to promptly remit all such sums to Seller. Purchaser agrees, at no cost or expense to Purchaser, to execute any documents reasonably requested by Seller, in connection with such tax protests. 16.3.2. Seller has advised Purchaser that Seller has applied to the U.S. Olympic Committee to receive tickets to the 1996 Olympics to be held in Atlanta, Georgia and that the application for the tickets was made in the name of the Property. The tickets assigned to the Property are set forth on Exhibit V attached hereto and made a part hereof. All tickets shall remain the property of Seller and are not being assigned, transferred or conveyed to Purchaser. If any such tickets are delivered to Purchaser, Purchaser agrees to promptly deliver such tickets to Seller. Purchaser agrees, at no cost or expense to Purchaser, to execute any documents reasonably requested by Seller, in connection with the foregoing tickets. 16.4. Seller hereby agrees to pay and discharge the lien of all charges for real estate taxes for 1995 and prior years of Seller's ownership of the Fee Property. The provisions of the foregoing sentence shall survive the Closing and delivery and recording of the Deed. Notwithstanding anything contained herein to the contrary, on the Closing Date, Seller shall establish an escrow (the "Real Estate Tax Escrow"), pursuant to which Seller shall deposit the following sums into escrow to be held by Escrowee and to be governed by the terms of an escrow agreement, the form of which shall be agreed upon by Seller and Purchaser prior to the expiration of the Inspection Period: (a) that portion of the refunds actually received for real estate taxes due from the City of Atlanta and Fulton County, Georgia on accoun▇ ▇▇ ▇he tax appeals filed for the calendar years 1991, 1992 and 1993 necessary to reconcile real estate taxes paid by Tenants, but only with respect to those Tenants entitled to refunds under their respective Leases and also deducting therefrom Seller's estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal filed for such calendar years (the "1991-93 Amount"); provided, however, that Seller shall promptly deposit into the Real Estate Tax Escrow any refund received subsequent to the Closing Date on account of the refunds for real estate taxes for the calendar years 1991 and 1992 to the Real Estate Tax Escrow less estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal for such calendar year. The provisions of the foregoing sentence shall survive the Closing and recording of the Deed; plus (b) the greater of: (i) the difference between the amount of 1994 and 1995 real estate taxes which would have been due on the Property, as previously assessed if no tax appeal had been filed for each such calendar year and the actual amount of real estate taxes paid for the calendar years 1994 and 1995; and (ii) the amount necessary to reconcile real estate taxes paid by Tenants for calendar years 1994 and 1995, but only with respect to those Tenants entitled to refunds under their respective Leases and also deducting therefrom Seller's estimated third party costs and expenses incurred or to be incurred in connection with the tax appeal filed for such calendar years (the "1994-95 Amount"). 16.4.1. The 1991-93 Amount shall be disbursed: (a) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1991-93 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (b) Directly to Tenants under Leases which terminated prior to the Closing Date, to the extent such Tenant is entitled to its pro rata share of the 1991-93 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts, if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the preceding sentence; and (c) Any remaining balance of the 1991-93 Amount, together with all interest earned thereon, shall be refunded to Seller on the first (1st) anniversary of the Closing Date. 16.4.2. The 1994-95 Amount shall be disbursed as follows: (a) If Seller's tax appeal for the calendar year 1994 is successful, that portion of the 1994-95 Amount attributable to the calendar year 1994 shall be disbursed: (i) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (ii) Directly to Tenants under Leases which terminated prior to the Closing Date, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the preceding sentence; and (iii) Any remaining balance of that portion of the 1994-95 Amount attributable to 1994, together with all interest earned thereon, shall be refunded to Seller on the first (1st) anniversary of the final determination of the 1994 tax contest. (b) If Seller's tax appeal for the calendar year 1994 is not successful, that portion of the 1994-95 Amount attributable to 1994 shall be applied to pay the amount of 1994 real estate taxes actually assessed by the City of Atlanta and Fulton County, Georgia, respecti▇▇▇▇, and any remaining balance attributable to 1994 shall be promptly disbursed to Seller. (c) If Seller's tax appeal for the calendar year 1995 is successful, that portion of the 1994-95 Amount attributable to 1995 shall be disbursed: (i) Directly to Tenants under existing Leases as indicated on the Rent Roll attached hereto as Exhibit T upon the reconciliation date set forth for such Tenant under its Lease, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; (ii) Directly to Tenants under Leases which terminated prior to the Closing Date, to the extent such Tenant is entitled to its pro rata share of the 1994-95 Amount under its Lease, if any, as evidenced by a reconciliation prepared by Purchaser and reasonably acceptable to Seller; Purchaser shall request its property manager to locate such Tenants and pay such amounts, if such Tenants exist, or Purchaser shall pay such amounts upon demand of such Tenant in accordance with the preceding sentence; and (iii) Any remaining balance of that portion of the 1994-95 Amount attributable to 1995, together with all interest earned thereon, shall be refunded to Seller on the first (1st) anniversary of the final determination of the 1995 tax contest. (d) If Seller's tax appeal for the calendar year 1995 is not successful, that portion of the 1994-95 Amount attributable to 1995 shall be applied to pay the amount of 1995 real estate taxes actually assessed by the City of Atlanta and Fulton County, Georgia, respecti▇▇▇▇, and any remaining balance attributable to 1995 shall be promptly disbursed to Seller.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations association dues, if any; refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; taxes and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid on and 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Receipts and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water 15.1 Water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits to the extent actually transferred hereunder, if any, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond all other utility deposits, if any, may be withdrawn by and Mortgage Documents are not refunded to Seller at Closingand Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the proceeds in said escrows Closing Date shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closingpaid by Seller. Assessments Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. If any ongoing real estate tax contest has not been finalized as of the Closing Date, Purchaser and Seller agree that the tax bill existing prior to the conte▇▇, shall be the most recent data for the tax year being contested and (i) Purchaser agrees to re-prorate such amount as it related to the real estate tax proration to the extent such tax contest is successful. All other prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below15.2 below and as provided in Paragraph 15.3. Purchaser shall be credited and Seller will be charged with an amount equal to all Tenant security deposits and interest thereon being held by Seller or Seller's managing agent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credit due Tenants for which Purchaser receives credit and Seller is charged pursuant to this Paragraph. Seller and Purchaser agree to cooperate in the calculation and reporting of all closing prorations at least two (2) business days prior to the Closing Date. 12.2. 15.2 All basic rent paid following the Closing Date collected by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent Seller shall be deemed a "Post-Closing Receipt" until such time prorated as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.12.01 a.m.

Prorations. 12.113.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against to the balance of the cash due at Closing. To Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the extent most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any escrows or bond repayment deposits established such utilities (so long as no more than thirty (30) days in connection with advance in the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the proceeds in said escrows Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. Seller shall deliver to Purchaser all such real estate tax consulting contracts within fifteen (15) days of the date hereof. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations will described in this Agreement shall be deemed final as prorated on the Closing Date, except as to delinquent rent referred to in Paragraph 12.2 13.2 below. 12.213.2. All For a period of ninety (90) days following the Closing Date, all basic rent paid following the Closing Date by any tenant of the Property Properties who is indebted under a lease Lease for basic rent for any period prior to and including the Closing Date 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) days On the last business day of each month following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and, and in if the event Seller's audit discovers additional Post-Closing Receipts amount owing Seller is greater than $5,000.005,000.00 for any one Real Property, Purchaser shall pay the cost of performing Seller's audit. After the Closing, in no event shall Seller attempt to evict a tenant through any manner. Paragraph 12.2 13.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for such portion of the cost of such listing and/or advertisement attributable to the period after Closing. (d) In the event any third party (such as telephone company or billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the date(s) set forth above. If Purchaser continues to use the name currently being used by the Property subsequent to the expiration date of this temporary license set forth above, then Purchaser shall be liable for and shall pay to the owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the laws of the state where such Property is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. 12.1The following shall be prorated between Seller and Purchaser as of the Cut-Off Time: (i) All real estate taxes, water or sewer charges and general or special assessments on the Real Property, or any other governmental tax or charge levied or assessed against the Property. Rents If the Closing shall occur before the actual amounts payable are known, then apportionment shall be based on the most recently ascertainable tax rates and assessed value of the Property. Seller shall be responsible for all such taxes that are allocable to any period prior to the Closing Date and Purchaser shall be responsible for all such taxes allocable to any period from and after the Closing Date. If any taxes or assessments relating to the period prior to the Closing are paid in installments, then Seller shall pay on or before the Closing Date any remaining installments with respect to such taxes or assessments that are allocable to any period prior to the Closing Date. 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 within thirty (exclusive 30) days after receipt of a request from Purchaser or Seller, as applicable, make all necessary adjustments by appropriate payments between themselves promptly following the Closing. At Closing, Seller shall transfer to Purchaser control of all pending real estate tax certiorari proceedings which would or could affect post-Closing periods. After Closing, Purchaser shall pay over to Seller any sums realized through such certiorari proceedings which are allocable to periods prior to Closing (after recovery of a reasonable allocation of the legal expense and other costs incurred in realizing such sums). (ii) All rent for the month in which the Closing occurs with respect to the Leases shall be prorated at Closing. There shall be no credit for delinquent rentsrent, but including prepaid rents); prepaid associations dues, refundable security deposits which shall be paid over by Purchaser to Seller if collected by Purchaser after the Closing. (which will be assigned iii) With respect to and Property Contracts assumed by Purchaser in accordance with this Agreement, (1) Seller shall be credited for sums prepaid by Seller under the Property Contracts, (2) Purchaser shall be credited for any amounts under the Property Contracts which as of Closing are due or accrued and relate to the period prior to Closing and (3) Purchaser and Seller shall prorate any amounts prepaid by the counterparty to any Property Contract (including, without limitation, prepaid bonuses or decorating allowances paid to Seller with respect to laundry or other similar ancillary agreements) over the term of the Property Contract. (iv) Seller shall perform, or cause to be performed, an accounting of cash on hand at the Property (i.e., in-house banks and ▇▇▇▇▇ cash, including till money, and, to the extent same are the property of Seller, vending machines and pay telephones) in the presence of a representative of Purchaser and Purchaser shall retain such amounts and Seller shall be credited with a like amount at Closing. (v) All tour and travel agent commissions paid prior to Closing by Seller in respect of Bookings relating to a period after the Closing shall be credited to Seller at Closing. All advance deposits received by Seller prior to Closing in respect of Bookings relating to a period after the Closing shall be credited to Purchaser at Closing); prepaid . Purchaser shall have no obligation to honor any reward stays occurring after Closing and accordingly Purchaser shall receive no credit for any such reward stay it elects to honor after Closing. (vi) All accrued compensation (including without limitation, accrued severance and vacation benefits and any other benefits) payable to Transferred Employees and Bargaining Unit Employees (including, without limitation, compensation and benefits provided for under the Union Contract with respect to employees covered by the Union Contract) and any applicable employment and withholding taxes of such employees, attributable to the period prior to Closing, shall be credited to Purchaser. (vii) To the extent that with respect to electricity, telephone, television, gas, water and sewer services which are metered and other utilities, Seller shall use reasonable efforts to have the respective companies providing such utilities read the meters on or accrued (immediately prior to the Cut-Off Time. Seller shall be responsible for all charges based on such final meter readings and Purchaser shall be responsible for all charges thereafter. To the extent such meters are not read and final bills rendered as of the Cut-Off Time, such charges with respect to the Property shall be prorated effective as of the Cut-Off Time utilizing an estimate of such charges reasonably approved by both Purchaser and Seller based on prior utility bills, unless Seller elects to close its own applicable account as of the Cut-Off Time, in which event Purchaser shall open its own account as of the Closing Date and the respective charges shall not be prorated, and, if Seller does not close its own applicable account, any deposits or credits with respect to the foregoing services will be credited to Seller if Purchaser receives full credit therefor from the utility. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual rate for the billing period in which the date of Closing falls, and Seller, or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (viii) interest on the Existing Bond Seller shall be responsible for all condominium charges, including without limitation Common Charges and Mortgage DocumentsSpecial Assessments, water and other utility charges; fuels; prepaid operating expenses; management fees if any (as such terms are defined in the amount Condominium Documents) and such other charges as may be due under the Condominium Documents (collectively, the “Condominium Charges”), in respect of 5%; real the Essex House Condominium that are allocable to any period prior to the Closing Date and personal property taxes; Purchaser shall be responsible for all such Condominium Charges allocable to any period from and other similar items after the Closing Date. If any such Condominium Charges relating to the period prior to the Closing are paid in installments, then Seller shall pay on or before the Closing Date any remaining installments with respect to such Condominium Charges that are allocable to any period prior to the Closing Date and same shall be adjusted ratably between Seller and Purchaser as of 12:01 a.m. the Cut-Off Time. Seller and Purchaser agree that to the extent the actual Condominium Charges differ from the amount so apportioned at Closing, the parties hereto will within thirty (30) days after receipt of a request from Purchaser or Seller, as applicable, make all necessary adjustments by appropriate payments between themselves promptly following the Closing. (ix) As of the date hereof the balance of the FF&E reserve held for Seller’s benefit for the Hotel-Related Units is $7,065,390.25 (the “FF&E Balance”). At Closing, Purchaser shall receive a credit in an amount equal to the FF&E Balance on the date hereof. Notwithstanding the foregoing, between the date hereof through and including the Closing Date, and credited against the balance Seller may use any portion of the cash due at Closing. To FF&E Balance or increase the extent any escrows or bond repayment deposits established FF&E Balance; provided, however, (x) no increase in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, FF&E Balance over the proceeds in said escrows FF&E Balance on the date hereof shall be assigned credited to Purchaser at Closing and (y) no reduction in the amounts thereof FF&E Balance below the FF&E Balance on the date hereof shall be result in a credit to Purchaser at Closing of less than the FF&E Balance on the date hereof. Representatives of Seller at and Purchaser shall make such inventories, examinations and audits of Seller, and of the books and records of Seller, as may be necessary to make the adjustments and prorations required under this Agreement. Prior to Closing, representatives of Purchaser and Seller shall jointly prepare a statement (the “Preliminary Closing Statement”) based upon such preliminary inventories, audits and examinations which will show the net amount due to Seller or Purchaser as the result thereof, and that net amount will be added to, or deducted from, the Purchase Price. Within ninety (90) days following the Closing. Assessments payable in installments which are due subsequent to , representatives of Purchaser and Seller shall prepare a revised statement (the “Final Closing Date shall be paid by Purchaser. If Statement”, and together with the amount Preliminary Closing Statement, collectively, the “Closing Statements”) setting forth the final determination of any of the all items to be prorated is not then ascertainableincluded in the Closing Statements, the adjustments thereof and any necessary payment shall be made within thirty (30) days after completion of such Final Closing Statement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the most recent ascertainable databest data then available and re-prorated when the information is available. All prorations will The provisions of this Section 8.4 shall survive the Closing for a period of twelve (12) months and shall not be final deemed merged into any instrument of conveyance delivered at the Closing. Purchaser and Seller acknowledge and agree that, except as otherwise expressly provided herein, the purpose and intent of the provisions set forth in this Section 8.4 and elsewhere in this Agreement as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following prorations and apportionments is that Seller shall bear all expenses of the Closing Date by any tenant ownership and operation of the Property who is indebted under a lease (for basic rent for any period prior to which buyers and including sellers of hotels in The City of New York would customarily prorate or apportion) and shall receive all income therefrom accruing through the Closing Date after Cut-Off Time and Purchaser shall bear all such expenses and receive all income accruing thereafter. Any revenues and/or expenses affecting the payment to Purchaser of all current basic rent Property that are not otherwise specifically addressed in Section 8.4(b) shall be deemed a "Postapportioned consistently with the foregoing provisions. Purchaser and Seller further acknowledge and agree that the apportionments as to the Hotel-Closing Receipt" until such time as all such indebtedness is paid Related Units in full. Within ten (10this Section 8.4(b) days following each receipt by Purchaser of a Post-Closing Receiptshall be prepared, Purchaser shall pay such Post-Closing Receipt to Sellerthe extent applicable, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy current edition of the Post-Closing Receipts reconciliation statement and upon the verification Uniform System of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording Accounts for Hotels of the deedHotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Prorations. 12.1Prior to the Closing, Seller shall determine the amounts of the prorations in accordance with this Agreement and notify Purchaser thereof. Rents (exclusive Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed. The prorations shall be calculated as of delinquent rents11:59 p.m. on the day immediately preceding the Closing Date. Thereafter, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount Seller shall each inform Title Company of 5%; real and personal property taxes; and other similar such amounts. The following items shall be adjusted ratably prorated as of 12:01 a.m. on the Closing Date, Date and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned deducted from or added to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price, as appropriate, payable at the Closing. Assessments payable in installments which are due subsequent to : (a) Non-delinquent general real estate taxes for the Closing Date Property shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be based on the basis 110% of the most recent ascertainable datatax ▇▇▇▇(s) for the Property. All prorations As the Purchaser is a municipal corporation, the property will be final except as tax exempt post-Closing. Seller and Purchaser agree to delinquent rent referred cooperate on obtaining said exemption. Seller reserves the right to in Paragraph 12.2 belowappeal the taxes for the year of Closing and prior years and obtain any reductions, certificates of error, objections or other refunds. Seller and Purchaser agree to re-prorate the taxes for the year of Closing. 12.2. (b) All basic rent paid following the Closing Date by any tenant operating expenses of the Property who is indebted under which pertain to a lease for basic rent for any period both prior to and including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver including, without limitation, utility charges (including, without limitation, water and sewer charges) based on the last 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 a reconciliation statement of Post-Closing Receipts through and Purchaser by the first 90 days after utility suppliers prior to the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation; provided, Purchaser shall deliver to Seller any Post-Closing Receipts owing to however, that Seller and not previously delivered Purchaser hereby agree to Seller in accordance with the terms hereof. Seller retains the right cooperate to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records seek to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing have such final meter readings made prior to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording account party changed to Purchaser effective as of the deedClosing Date.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges, if any; fuels; prepaid reasonable and customary operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day prior to the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below.below and except for real estate taxes which will be reprorated upon receipt of actual bills. If any unit has remained vacant for more than 9 days without being made "rent ready", Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller will agree on the amount of the credit to Purchaser. If Seller receives a credit for a utility deposit, Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All basic rent paid following the monies received after Closing Date by Purchaser from any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date will first be applied to rent or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the payment application of such monies to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" until ", but only to the extent such time as all such pre-closing indebtedness is has not been paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable good faith efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedDeed. 12.3. At Closing, One Hundred Thousand and No/100 Dollars ($100,000.00) of the balance of the Purchase Price shall be deposited in escrow pursuant to the terms of the Escrow Agreement and shall constitute the "Holdback Escrow Funds". Seller and Purchaser shall set forth the outstanding rents and all other monthly payments due and payable to Purchaser (i.e. those allocable to the period of ownership of the Property by Purchaser) under the Leases for the month in which the Closing occurs that have not already been credited to Purchaser at Closing (the "Outstanding Rents Due") in a schedule to be created and agreed upon within three (3) business days after the date of Closing (the "Closing Rent Schedule"). Upon Closing, Purchaser shall use its best efforts to collect the Outstanding Rents Due. Purchaser shall also use commercially reasonable efforts to collect all rents and other monthly fees due under the Leases (in accordance with the various terms of the Leases) for the month following the month in which the Closing occurs. On or before 5:01 p.m. Chicago time on July 31, 1997, Purchaser shall deliver to Escrow Agent and Seller a schedule (the "Final Closing Rent Schedule") that accurately shows: (a) the total rents and all other monthly payments due and payable under the Leases for the month following the month in which the Closing occurs (the "Second Month Outstanding Rents Due"); (b) all Second Month Outstanding Rents Due actually collected by Purchaser as of the date of the Final Closing Schedule (the "Second Month Rents Actually Collected"); and (c) the difference between the Second Month Outstanding Rents Due and the Second Month Rents Actually Collected (the "Second Month Deficiencies"). In addition to setting forth the Second Month Deficiencies, the Final Closing Rent Schedule shall also set forth the Outstanding Rents Due that have still not been collected by Purchaser, together with appropriate documentation supporting any such amounts. The sum of (a) the Outstanding Rents Due which are still outstanding at the time of the Final Closing Schedule and (b) the Second Month Deficiencies shall be referred to as the "Rent Deficiency Sum". This Rent Deficiency Sum will represent Purchaser's opinion of the amount owing to it under the terms of this Paragraph 12.3 and the Final Closing Rent Schedule shall specifically instruct the Escrow Agent to disburse an amount equal to the Rent Deficiency Sum to Purchaser. Seller shall have ten (10) days following receipt of the Final Closing Rent Schedule to give Purchaser and Escrow Agent written notice of any objection to the Final Closing Rent Schedule. If Seller delivers a timely notice of objection then Seller and Purchaser shall work together in good faith to agree upon the Final Closing Rent Schedule (including, but not limited to, the Rent Deficiency Sum) , at which time Seller and Purchaser shall ▇▇▇▇▇ ▇ ▇▇▇nt letter of instruction to Escrow Agent setting forth the terms of the escrow disbursement. If Seller does not reply to the Final Closing Rent Schedule within ten (10) days then the Rent Deficiency Sum shall be distributed to Purchaser and the remaining Holdback Escrow Funds shall be distrubuted in accordance with the terms of the Escrow Agreement. Paragraph 12.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 12.4. If at any time within 120 days of the closing of the escrow account Purchaser receives any monies for which it has previously received payment from Seller pursuant to Paragraph 12.3 above ("Post-Escrow Receipts"), then Purchaser shall be obligated to deliver any such Post-Escrow Receipts to Seller (along with a statement describing the same) within ten (10) days of Purchaser's receipt of the same. Seller shall retain the right to conduct an audit of Purchaser's financial records, at no cost to Purchaser, for a period of five (5) months from the close of escrow in order to verify, and only to the extent necessary to so verify, the information discussed in this Paragraph 12. Paragraph 12.4 of this Agreement shall survive the Closing and the delivery and recording of the Deed.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), the following (collectively, the “Proration Items”): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Cash Security Deposits and any prepaid rents, but including prepaid rents); prepaid associations duestogether with interest required to be paid thereon. (iii) Utility charges payable by Seller, refundable security deposits (which will be assigned to including, without limitation, electricity, water charges and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest sewer charges. If there are meters on the Existing Bond and Mortgage DocumentsReal Property, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount Seller will cause readings of all said meters to be performed not more than five (5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on ) days prior to the Closing Date, and credited against a per diem adjustment shall be made for the balance days between the meter reading date and the Closing Date based on the most recent meter reading. (iv) Real estate taxes due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the cash due tax rate for the preceding year applied to the latest assessed valuation. If subsequent to the Closing Date, real estate taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa. (v) Such other items of income and expense as are typically prorated at Closingclosing similar to the transaction contemplated by this Agreement. To Seller will be charged and credited for the extent any escrows or bond repayment deposits established in connection with amounts of all of the Bonds or Existing Bond Proration Items relating to the period up to and Mortgage Documents are not refunded including the Proration Time, and Purchaser will be charged and credited for all of the 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 two (2) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller at Closing, (if the proceeds prorations result in said escrows shall be assigned a net credit to Seller) or by Seller to Purchaser and (if the amounts thereof shall be prorations result in a net credit to Seller Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableDate, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All 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 except cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following of the Closing Date by any tenant of Date, in which event no proration will be made at the Property who is indebted under a lease for basic rent Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any period prior to and including deposits with the Closing Date after the payment to Purchaser of all current basic rent shall be deemed a "Post-Closing Receipt" utility providers, but Seller will, if necessary, maintain such deposits until such time as all such indebtedness is paid Purchaser can post its own deposits (but in full. Within ten no event longer than thirty (1030) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay after Closing) so that such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall utility service will not be liable discontinued to the Property. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Proration Time) of all Rental previously paid to or collected by Seller and attributable to any period following the Proration Time. After the Closing, Seller will cause to be 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 Tenant’s share of building operation and maintenance costs and expenses as provided for its failure under the Lease, to collect samethe 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 Tenant under the Lease or from other occupants or users of the Property. Within 120 days after Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be prorated. Purchaser shall deliver agrees to use good faith collection procedures with respect to the collection 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 a reconciliation statement of Post-by Tenant. All sums collected by Purchaser from and after Closing Receipts through the from 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 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, to current amounts owed by such Tenant to Purchaser shall deliver and then to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing delinquencies owed by such Tenant to Seller, Purchaser shall pay . Any sums due Seller will be promptly remitted to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. A. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; 1995 (if not paid) and 1996 real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments of record payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, except as to delinquent rent referred to in Paragraph 12.2 12B below. 12.2. B. All basic rent sums 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 including the Closing Date after the payment to Purchaser of all then current basic rent shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. For a period of sixty days following Closing, Purchaser shall use reasonable efforts send monthly collection notices to collect all amounts which, upon collection, would constitute tenants residing at the Property owing Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect sameReceipts. Within 120 90 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 60 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 not previously delivered to Seller in accordance with the terms hereof. At Seller's expense, Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Seller shall deliver to Purchaser any sums received by Seller after the Closing Date which relate to the period of time prior to the Closing Date, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's auditalong with an accounting identifying any such sums. Paragraph 12.2 12B of this Agreement shall survive the Closing and the delivery and recording of the deedDeed.

Prorations. 12.1. Rents (exclusive a) Seller and Purchaser agree to adjust, as of delinquent rents11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), but including prepaid rentsthe following (collectively, the “Proration Items”) real estate and personal property taxes and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided); prepaid associations dues, refundable security deposits collected Rentals (which will be assigned subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser at Closingfor Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents. The Closing Statement, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items once agreed upon, shall be adjusted ratably as signed by Purchaser and Seller and delivered to the Title Company for purposes of 12:01 a.m. on making the preliminary proration adjustment at Closing Date, and credited against subject to the balance final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to delinquent rent referred utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in Paragraph 12.2 below. 12.2effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. All basic rent paid Seller shall cooperate in good faith with Purchaser to facilitate the transfer of all utilities to Purchaser at and/or immediately following the Closing. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date by has occurred, and in the event any tenant of the Property who is indebted under a lease for basic rent for any period items subject to proration hereunder are discovered prior to and including the Closing Date after Final Proration Date, the payment to Purchaser of all current basic rent same shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt promptly prorated by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller retains and Purchaser hereby agree to use the following, estimated 2016 real estate taxes and assessments for purposes of the proration of same at Closing: (x) $1,452,200.00 for the Champions Village Real Property and the Champions Village Improvements and (y) $178,200.00 for the Oak Park Real Property and the Oak Park Improvements. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of three (3) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to incur legal fees or other out-of-pocket expenses, conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Purchaser shall have the exclusive right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy collect Delinquent Rentals from current Tenants of the Post-Property and Seller hereby relinquishes its rights to pursue claims against any Tenant or guarantor under any Tenant Leases for same. Nothing herein shall prohibit Seller from pursuing Delinquent Rentals from former tenants of the Property. With respect to any Delinquent Rentals received by Purchaser within one (1) year after Closing Receipts reconciliation statement and upon (the verification of additional funds owing to Seller“Delinquent Rental Proration Period”), Purchaser shall pay to Seller said additional Post-any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the Closing ReceiptsTime. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including 34 Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and in the event then to prior delinquencies owed by Tenant to Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00. Seller shall not be entitled to institute legal actions to pursue Delinquent Rental after Closing. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedwill be promptly remitted to Purchaser.

Prorations. 12.1. Rents (exclusive All revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items Property shall be adjusted ratably apportioned equitably between the parties as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataactual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. All prorations will The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be final except so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as to delinquent rent referred to and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Purchaser shall include such delinquencies in Paragraph 12.2 below. 12.2. All basic rent paid following its normal billing and shall pursue the collection thereof in good faith after the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to (but 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable required to Seller for its failure to collect samelitigate or declare a default in any Tenant Lease). Within 120 days To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall deliver reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller a reconciliation statement shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of Post-Closing Receipts through the first 90 days Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). Upon In no event shall Seller be charged with or be responsible for any increase in the delivery taxes on the Property resulting from the sale of the Post-Property or from any improvements made or lease entered into on or after the Closing Receipts reconciliationDate. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Seller or the Property, and Purchaser shall deliver transfer all such utility services to Seller any Post-Closing Receipts owing to Seller its name and not previously delivered to Seller account immediately upon Closing; (vi) Service Contracts on the basis of the charge or premium for the period involved; (vii) Tenant improvements costs and leasing commis sions for leases signed after the June 2, 1997 shall be paid by Purchaser if approved by Purchaser in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times management and upon reasonable notice, of Purchaser's books and records to verify the accuracy operation of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser Property. No insurance policies shall pay to Seller said additional Post-Closing Receiptsbe assigned hereunder, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser accordingly there shall pay the cost be no proration of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedinsurance premiums.

Prorations. 12.1. Rents ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); prepaid associations duesrefundable security, refundable security pet and other deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid on-site operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are not due subsequent to until after the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date 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 thirty (1030) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and, and in if the event Seller's audit discovers additional Post-Closing Receipts greater than funds owing to Seller exceed $5,000.00, Purchaser shall pay 1,000 the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive For the purpose of this Section 7.5, all references to Transferor shall mean collectively Transferor and each of the Record Title Holders. 7.5.1 Rentals, revenues, and other income, if any, from the Property, taxes, assessments, improvement bonds, service or other contract fees, utility costs, and other expenses affecting the Property shall be prorated between Transferee and Transferor as of the Closing Date; provided, however, that Transferor shall receive a credit at the Closing in an amount equal to the rentals that are delinquent rentsas of the Closing Date, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned only to the extent that such delinquent rentals are due and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as owing from Tenants occupying a portion of the case may be) interest Property on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxesClosing Date; and other similar items provided further, that Transferee shall be adjusted ratably as entitled to any and all payments subsequently received in satisfaction of such delinquent rentals, notwithstanding the fact that such rentals are attributable to a period prior to Closing. For purposes of calculating prorations, Transferee shall be deemed to be title holder of the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date, and credited against . After the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds Transferor shall have no right to proceed in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount any manner or make any claim against Tenants for rents that were delinquent as of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser 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 tax ▇▇▇▇ has not yet been received by Transferor by the Closing Date or if supplemental taxes are assessed after the Closing for the period prior to the Closing, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Transferor shall have borne all real property taxes, including all supplemental taxes, allocable to the period prior to the Closing and Transferee shall bear all real property taxes, including all supplemental taxes, allocable to the 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, the parties shall make any necessary adjustment after the Closing by cash payment to the party entitled thereto so that Transferor shall have borne all expenses allocable to the 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, Escrow Agent shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon the delivery each of the Post-Closing Receipts reconciliation, Purchaser shall deliver parties for their review and approval a preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") setting forth (i) the proration amounts allocable to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy each of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing parties pursuant to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.Section

Prorations. 12.17.1 Real property taxes shall be prorated as of Closing based upon a three hundred sixty-five (365) day year. Rents (exclusive At Closing, Purchaser shall be given a credit for all such taxes and assessments which occur prior to Closing but which are not yet due. All payments and installments due through the Closing Date on bonds, special taxes, or assessments shall be paid by Seller. 7.2 All rents and charges due under leases of delinquent rentsthe Property shall be prorated as of Closing based upon figures supplied to the Escrow Holder by Seller and reasonably approved by Purchaser. If, at Closing, there are any past due rents or charges owed by tenants with respect to periods prior thereto, Purchaser shall not pay to Seller, in addition to the Purchase Price, the amount of such delinquencies; but including Purchaser shall thereafter account to Seller for any sums received from such tenants. If Seller receives any prepaid rents); prepaid associations duesrents or other charges from tenants applicable to periods after Closing, then Purchaser shall be credited through escrow with such rents and charges or, if received after Closing, such amounts shall be paid promptly to Purchaser. 7.3 Purchaser shall be credited through escrow with the amount of any refundable or nonrefundable tenant security deposits (which will and any other refundable or nonrefundable tenant deposits or fees previously received by Seller or on behalf of Seller that have not been, as of Closing, expended or applied to tenant obligations pursuant to the leases, including, without limitation, cleaning deposits. "Credit check" fees shall not be assigned considered to be a tenant deposit or fee. 7.4 Water, electricity, gas, and assumed other utility payments or charges shall not be adjusted through escrow if readings can be made at Closing by the utility companies. Purchaser agrees to open accounts with the respective utilities and to cooperate with Seller in requesting readings on Closing. In the event that appropriate readings cannot possibly be obtained as of Closing, then adjustments shall be made by Purchaser and Seller through escrow on the basis of estimates from the latest bills available. 7.5 All other expense and income associated with the Property shall be adjusted through escrow, based upon figures supplied by Seller and reasonably approved by Purchaser. Seller and Purchaser shall each provide preliminary figures to the other no later than five (5) days prior to Closing. 7.6 Seller shall assume and pay all debts, charges, claims, damages, and liabilities attributable to leases or the operation of the Property accruing and/or arising prior to Closing and shall hold Purchaser harmless therefrom and indemnify and defend against same, except liabilities expressly assumed in writing by Purchaser, including, without limitation, obligations of landlord under the tenant leases. 7.7 Purchaser shall assume and pay all debts, charges, claims, damages, and liabilities attributable to leases or the operation of the Property accruing and/or arising after Closing and shall hold Seller harmless therefrom and indemnify and defend against same, except liabilities expressly retained in writing by Seller, including, without limitation, obligations of landlord under the tenant leases. 7.8 Within ninety (90) days after Closing, Purchaser and Seller shall reconcile the actual amount of revenues or liabilities upon receipt or payment thereof, to the extent those items were prorated or credited at Closing based upon estimates. 7.9 To the extent in Seller's possession, Seller shall furnish to Purchaser with the documents identified on Exhibit "B" and in accordance with Section 5 above, a certified listing of all rental deposits and move-in fees of whatever nature, including redecoration, cleaning, and processing charges. All such deposits, fees, and move-in charges shall be transferred to Purchaser at Closing); prepaid or accrued (as . Prior to Closing, Seller shall deliver to Purchaser the case may be) interest on the Existing Bond and Mortgage Documents, water original of each written lease and other utility charges; fuels; prepaid operating expenses; management fees in rental agreement and a written description of each oral lease or rental agreement which affects the amount real estate or improvements, including all amendments and modifications thereof and options to renew or extend the term thereof. 7.10 Seller shall pay any real estate or personal property, transfer, excise, or sales taxes or any similar taxes due as a result of 5%; real and personal property taxes; the sale of the Property. 7.11 Mortgage and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Datereserves, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closingif any, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to reimburse Seller for its failure such reserves assigned to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deed.

Prorations. 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items 5.4.1 The following shall be adjusted ratably prorated between Seller and Purchaser as of 12:01 a.m. on the Closing Date (on the basis of the actual number of days elapsed over the applicable period regardless when payable): (a) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. In no event shall Seller be charged with or be responsible for any increase in the taxes on the Property resulting from the sale of the Property or from any improvements made or leases entered into on or after the Closing Date. If any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installments due after the Closing Date). (b) Subject to this Section 5.4.1(b), all fixed rent and regularly scheduled items of additional rent under the Leases, and credited other tenant charges if, as and when received. Seller shall deliver or provide a credit in an amount equal to all prepaid rentals for periods after the Closing Date and all refundable cash security deposits (to the extent the foregoing were made by tenants under the Leases and are not applied or forfeited prior to the Closing Date) to Purchaser on the Closing Date. As to any tenant security deposits held in the form of letters of credit or other financial instruments (the “Non-Cash Security Deposits”), Seller shall (i) deliver to Purchaser at Closing such original Non-Cash Security Deposits, and (ii) execute and deliver at Closing such other instruments as the issuer of such Non-Cash Security Deposits shall reasonably require in order to cause the named beneficiary under such Non-Cash Security Deposits to be changed to Purchaser; provided that such instruments do not impose any liability on Seller. Purchaser will not receive a credit against the balance Purchase Price for the Non-Cash Security Deposits. Rents which are delinquent as of the cash due at ClosingClosing Date shall not be prorated on the Closing Date. Purchaser shall include such delinquencies in its normal billing and shall diligently pursue the collection thereof in good faith after the Closing Date (but Purchaser shall not be required to litigate or declare a default in any Lease). To the extent Purchaser receives rents on or after the Closing Date, such payments shall be applied first toward the rents for the month in which the Closing occurs, second to the rents that shall then be due and payable to Purchaser, and third to any escrows delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in trust for Seller and promptly delivered to Seller by Purchaser. Purchaser may not waive any delinquent rents nor modify a Lease so as to reduce or bond repayment deposits established otherwise affect amounts owed thereunder for any period in connection which Seller is entitled to receive a share of charges or amounts without first obtaining Seller’s written consent, which consent may be given or withheld in Seller’s sole and absolute discretion. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller (but shall not be entitled to terminate any lease or any tenant’s right to possession), which right shall include the right to continue or commence legal actions or proceedings against any tenant; provided, however, that Seller shall not be entitled to exercise such right until the expiration of the six (6) month period following the Closing. Delivery of the Assignment and Assumption of Leases shall not constitute a waiver by Seller of such right, and such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of business, but shall not be obligated to engage a collection agency or take legal action to collect any delinquencies. With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the period after the Closing shall be promptly remitted to Purchaser. (c) If any tenant of the Property is obligated to pay percentage rent based upon the calendar year or lease year in which the Closing Date occurs (the “Percentage Rent Year”), Purchaser shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year, remit to Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the Closing Date, divided by the total number of days in such Percentage Rent Year. If Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of Seller’s share as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event that the Leases require the reconciliation of additional rent “pass-throughs” to the landlord for common area maintenance charges, real estate taxes or other operating expenses (collectively, the “Expenses”), Purchaser shall perform all of the obligations of the landlord under the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide Seller with the Bonds or Existing Bond results of such reconciliations no later March 31st of the calendar year succeeding the Closing Date. If such results reflect the underpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and Mortgage Documents are not refunded remit to Seller at its prorata share of the amount collected from the tenants within thirty (30) days of Purchaser’s collection of the same. If such results reflect the overpayment of Expenses by tenants of the Property for the year of Closing, Purchaser shall deliver to Seller an invoice from Purchaser together with evidence reasonably satisfactory to Seller indicating that such sums are due to such tenants. Seller shall pay Purchaser Seller’s prorata share of the proceeds amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that Seller shall have no obligation to reimburse Purchaser for any sums not invoiced on or before July 1st of the calendar year succeeding the Closing Date. Notwithstanding the foregoing, if, as of the Closing, Seller has received additional rent payments in said escrows excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall be receive a credit in the amount of such excess. The provisions of this Section 5.4.2(c) shall survive the Closing. (d) All operating expenses customarily apportioned between sellers and purchasers of real estate properties similar to the Property and located in the same geographic area as the Property. (e) Charges and payments under Contracts or permitted renewals or replacements thereof assigned to Purchaser pursuant to the Assignment and the amounts thereof shall be a credit Assumption of Contracts. (f) Any prepaid items, including, without limitation, fees for licenses which are transferred to Seller Purchaser at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableand annual permit and inspection fees. (g) Utilities, the adjustments thereof shall be including, without limitation, telephone, steam, electricity and gas, on the basis of the most recent ascertainable datarecently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (h) Deposits with telephone and other utility companies, and any other persons or entities who supply goods or services in connection with the Property if the same are assignable and are assigned to Purchaser at the Closing, which shall be credited in their entirety to Seller. (i) Personal property taxes, if any, on the basis of the fiscal year for which assessed. (j) Permitted administrative charges, if any, on those tenants’ security deposits transferred by Seller pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Seller relating to operations of the Property, including, without limitation, business and occupancy taxes and sales taxes, if any. (l) Such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Property and located in the same geographic area as the Property subject to Section 7.2.3(a) hereof. (m) Notwithstanding anything to the contrary contained herein, Seller shall remain responsible for refunding to the tenants of the Property (including any former tenants of the Property), such tenants’ prorata shares of the real estate tax refund received by Seller and arising out of the tax certiorari proceedings for calendar years 2003 through 2006. All prorations will This provision shall survive the Closing. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be final except apportioned at the Closing because of the unavailability of information as to delinquent rent referred the amounts which are to in Paragraph 12.2 below. 12.2. All basic rent paid following be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date by or the date such error is discovered, as applicable; provided that (i) with the exception of any tenant item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the Property who is indebted under a lease for basic rent for any period prior to and including one hundred eightieth (180th) day after the Closing Date after and (ii) with respect to the payment items required to Purchaser be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of all current basic rent shall be deemed a "Post-Closing Receipt" until any such item at any time as all such indebtedness is paid in full. Within ten following the one (101) days following each receipt by Purchaser year anniversary of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon If the delivery Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the Post-tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing Receipts reconciliationshall be promptly corrected and the proper party reimbursed, Purchaser which obligations shall deliver survive the Closing. 5.4.3 Items to be prorated at the Closing shall include a credit to Seller for costs and expenses incurred by Seller in connection with any Post-Closing Receipts owing new Leases or modifications to Seller and not previously delivered to Seller any existing Leases entered into after the date hereof in accordance with the terms and conditions set forth in Section 7.2.3(a) of this Agreement, but only to the extent such costs and expenses are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) or disclosed to Purchaser in writing or in the proposed lease at least three (3) Business Days prior to the date hereof. Seller retains shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the right initial term of all Leases entered into prior to conduct an auditthe date of this Agreement and for any extension, renewal or expansion of any such Lease exercised prior to the date of this Agreement, provided in all such instances, the term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the date of this Agreement (collectively, “Seller Leasing Costs”). Purchaser shall be responsible for and expressly assumes the obligation to pay all brokerage and leasing commissions, tenant improvement costs and other costs and expenses including attorney’s fees other than the Seller Leasing Costs for any new leases entered into from and after the date of this Agreement and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the date of this Agreement including, without limitation amounts owed under the Brokerage Agreements, provided in all such instances, the term of such Lease, extension, or expansion or the regularly scheduled payment of rent commences from and after the date of this Agreement, provided such new leases or extensions or expansions are approved or deemed approved by Purchaser pursuant to Section 7.2.3(a) of this Agreement and provided such brokerage and leasing commissions, tenant improvement costs and other costs are disclosed to Purchaser in writing, in the applicable lease or other agreement delivered to Purchaser at the expense of time Purchaser approves (or is deemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing Seller has paid any Purchaser Leasing Costs, the prorations at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing shall include an appropriate credit to Seller. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay to such unpaid Seller said additional Post-Closing ReceiptsLeasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. 5.4.4 As provided in Section 11.1.2, Seller shall be responsible for paying all fees, costs or commissions owing to the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay Broker (as defined in Section 11.1.2) with regard to the cost of performing Seller's audit. Paragraph 12.2 transactions contemplated by this Agreement. 5.4.5 The provisions of this Agreement Section 5.4 shall survive the Closing and the delivery and recording of the deedClosing.

Prorations. 12.1. Rents (exclusive All revenues, income, receiv- a▇▇▇▇, costs, expenses and payables of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items Property shall be adjusted ratably apportioned equitably between the parties as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable dataactual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. All prorations will The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be final except so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as to delinquent rent referred to and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Purchaser shall include such delinquencies in Paragraph 12.2 below. 12.2. All basic rent paid following its normal billing and shall pursue the collection thereof in good faith after the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to (but 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable required to Seller for its failure to collect samelitigate or declare a default in any Tenant Lease). Within 120 days To the extent Purchaser receives amounts on account of Tenant Leases on or after the Closing Date, such payments shall be applied first toward then current rent owed to Purchaser in connection with the applicable Tenant Lease for which such payments are received, and any excess monies received shall be applied toward the payment of any delinquent rents, with Seller's share thereof being promptly delivered to Seller. Purchaser may not waive any delinquent rents nor modify a Tenant Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Purchaser shall deliver reasonably cooperate with Seller in any collection efforts hereunder (but shall not be require to litigate or declare a default in any Lease). With respect to delinquent rents and any other amounts or other rights of any kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Seller a reconciliation statement shall retain all rights relating thereto. (ii) Real estate and personal property taxes and any special assessments, taking into consideration discounts for the earliest permitted payment, based upon the latest previous tax levies. Such items shall be reapportioned between Seller and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of Post-Closing Receipts through the first 90 days Property, such amounts (subject to adjustments for the potential claims of occupancy tenants that paid tax increases by way of rent escalations to Seller) shall be promptly paid over to Seller. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Purchaser assuming the obligation to pay any installment due after the Closing Date). Upon In no event shall Seller be charged with or be responsible for any increase in the delivery taxes on the Property resulting from the sale of the Post-Property or from any improvements made or lease entered into on or after the Closing Receipts reconciliationDate. (iii) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the duration of the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants which have not been validly applied by Seller to a prior default by any of such tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Purchaser; (v) Subject to the provisions of Paragraph 12(c) below, utility charges levied against Seller or the Property, and Purchaser shall deliver transfer all such utility services to Seller any Post-Closing Receipts owing to Seller its name and not previously delivered to Seller account immediately upon Closing; (vi) Service Contracts on the basis of the charge or premium for the period involved; (vii) Tenant improvements costs and leasing commissions for leases signed after the November 1, 1996 shall be paid by Purchaser if approved by Purchaser in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times management and upon reasonable notice, of Purchaser's books and records to verify the accuracy operation of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser Property. No insurance policies shall pay to Seller said additional Post-Closing Receiptsbe assigned hereunder, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser accordingly there shall pay the cost be no proration of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedinsurance premiums.

Prorations. 12.1It is acknowledged that the Lessee, as lessee under the Property Lease, shall continue to operate the Property from and after Closing and, pursuant to said Property Lease, shall be entitled to all revenues generated from, and shall be obligated to pay all taxes and expenses (including all rental due under the Ground Lease) relating to, the Property from and after Closing and during the entire term of the Property Lease (subject, however, to payment of the various rentals otherwise described in said Property Lease). Rents As a result of the foregoing, there shall be no proration, at Closing, of any revenue, tax or expense items hereunder. However, for purposes of determining "Additional Rent" due and owing under the Property Lease for the year in which the Closing Date (exclusive of delinquent i.e., the "Commencement Date" under the Property Lease) occurs, the parties agree as follows: (a) All revenue received by Seller that relates to time periods after the Closing Date, including, but not limited to, deposits, advance registration and other fees previously received by Seller, rents, but including prepaid rents); prepaid associations membership dues, refundable security deposits (which will initiation fees, prepaid greens fees, coupon book receipts, gift certificates, discount certificates, locker rentals, tournament fees, tradeouts, function deposits, and bag storage charges, shall be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid deemed "Golf Course Revenue" or accrued "Other Revenue" (as the case may be) interest on under the Existing Bond and Mortgage DocumentsProperty Lease, water and other utility charges; fuels; prepaid operating expenses; management fees in attributable to periods following the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance Commencement Date of the cash due at Closing. To Property Lease term on an accrual basis in accordance with generally accepted accounting principles. (b) All of Seller's receivables, unreceived revenue and deferred income relating to the extent any escrows or bond repayment deposits established in connection with operation of the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent Property prior to the Closing Date and not otherwise provided for in this Section 10.2 or elsewhere in this Agreement, shall remain the property of Seller ("SELLER'S RECEIVABLES") and shall not be paid by Purchaser. If deemed "Golf Course Revenue" or "Other Revenue" under the amount of Property Lease attributable to any period falling within the term of the items Property Lease. It is acknowledged that the Lessee, as lessee under the Property Lease, shall continue to be prorated is not then ascertainableattempt to collect Seller's Receivables following the Closing Date. Regardless of payee designation, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid all payments received following the Closing Date by any tenant of the Lessee, as lessee under the Property Lease, from any club member who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent has an outstanding Seller's Receivables shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid presumed to be payments in full. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt respect to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receiptscurrently due charges, and thereafter to outstanding Seller's Receivables in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost inverse order of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedmaturity.

Prorations. 12.1. Rents actually collected for the calendar month in which the Closing occurs (exclusive of delinquent rentsDelinquent Rent, as hereinafter defined, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned rents covering a period subsequent to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in revenues and expenses covering a period subsequent to Closing (including payments made to Seller arising out of or related to the amount of 5%OPA (defined below), the Redevelopment Plan (defined below) or any affordable housing regulations); real and personal property taxestaxes (“Property Taxes”); and other similar revenue and expense items shall be adjusted ratably as of 12:01 a.m. 11:59 P.M. Pacific Time on the Closing Date (“Proration Date”), and credited against or debited to the balance of the cash due at Closing. To All regular and supplemental taxes and assessments attributable to the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent period prior to the Closing Date shall be paid by the responsibility of Seller. All regular and supplemental taxes and assessments attributable to the period after the Closing Date shall be the responsibility of Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments adjustment thereof shall be on the basis of the most recent ascertainable data. All prorations With respect to Property Taxes, if Closing occurs before the current fiscal year’s tax bills are available, the proration will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following based upon the Closing Date by any tenant of previous fiscal year’s tax ▇▇▇▇ and the Property who is indebted under a lease for basic rent for any period prior to and including the Closing Date after the payment to Purchaser of all current basic rent proration shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within readjusted and settled by Seller and Purchaser within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 business days after such tax ▇▇▇▇ is issued. If special assessments have been levied against the Property for improvements, then the amount of any installments which are attributable to periods on or prior to the Closing Date shall be paid by the Seller; and the amount of installments which are attributable to periods after the Closing Date shall be paid by the Purchaser. If any charges, expenses or other items to be prorated hereunder are unavailable on the Closing Date, Purchaser shall deliver to Seller a reconciliation statement readjustment will be made within ten (10) business days following the availability 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 accurate bills and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedfigures.

Prorations. 12.1. Rents (exclusive a) Subject to the provisions of delinquent rentsExhibit 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, but including prepaid rents)as of the date of Closing, any apportionment of such taxes with respect to a tax year for which either the tax rate or assessed valuation or both have not yet been fixed to be made upon the basis of the tax rate and/or assessed valuation last fixed; prepaid associations dues, refundable security deposits (which will be assigned provided that Seller and Purchaser agree that to and assumed by Purchaser and credited to Purchaser the extent the actual taxes for the current year differ from the amount so apportioned at Closing), Seller and Purchaser will make all necessary adjustments by appropriate payments between themselves following Closing, such obligation to survive Closing; (ii) current expenses under the Operating Agreements; prepaid or accrued and (as the case may beiii) interest on the Existing Bond and Mortgage Documentsgas, water electricity, water, trash disposal and other utility charges; fuels; prepaid operating expenses; management fees . (b) In making such apportionments, Purchaser shall be responsible for real property taxes and other expenses accrued or incurred from and after the 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 party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of 5%such overpayment within thirty (30) days after receiving written demand therefor; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on provided that the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded party hereto receiving such notice has received sufficient evidence to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If verify the amount of any such overpayment. In the event such party has not received sufficient evidence to verify the amount of the items to be prorated is not then ascertainableoverpayment, the adjustments thereof such party shall be on afforded additional time to verify and/or dispute the basis amount of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to overpayment, but 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 including the Closing Date no event longer than thirty (30) days after the payment to Purchaser of all current basic rent notice. Notwithstanding the foregoing, such apportionments shall be deemed a "Postfinal and not subject to further post-Closing Receipt" until adjustments if no such time as all such indebtedness is paid in full. Within ten adjustments have been requested after a period of sixty (1060) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days after the Closing Date. Upon All other matters with respect to apportionments shall be governed by the delivery Closing Memorandum. The provisions of this Section 4.4(b) shall survive Closing. (c) Governmental assessments against the Post-Closing Receipts reconciliationRealty shall not be prorated, Purchaser but such assessments shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller be paid in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of full by Seller at reasonable times and upon reasonable notice, of Purchaser's books and records or prior to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing 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 delivery and recording of the deedClosing Date.

Prorations. 12.1. Rents Except as may be otherwise expressly provided herein, all revenues, income and expenses (exclusive including utility expenses and credit card adjustments) of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned the Property with respect to and assumed by Purchaser and credited the period prior to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing DateDate (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 credited against the balance expenses of the cash due at Closing. To Property with respect to the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to 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 paid by Purchaserfor the account of Buyer. If Seller shall deliver to Buyer the amount of any of cash on hand at the items to be prorated is not then ascertainable, the adjustments thereof shall be Hotel on the basis of the most recent ascertainable data. 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 (except that cash which constitutes Seller’s 50% share of the Property who is indebted under 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 Highlands Ranch County, Colorado, as reflected in a lease for basic rent for any period prior to separately executed proration statement, shall be allocated, reconciled and including paid by check or wire transfer directly between the parties as soon as practicable on or after the Closing Date after 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 payment to Purchaser Closing Date, a re-adjustment of all current basic rent such taxes and assessments assumed by Buyer shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten made within thirty (1030) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Dateor if longer, Purchaser 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 deliver 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 Seller cooperate in good faith in effecting such a final reconciliation statement 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 Post-Closing Receipts through the first 90 days after the Closing Dateinvoice. Upon Such invoice shall be accompanied by reasonable substantiating evidence. The provisions of this Section 5.3 shall survive the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedDeed.

Prorations. 12.113.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the date prior the Closing Date, and credited against to the balance of the cash due at Closing. To Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the extent most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all periods subsequent thereto. If the utility company will not issue separate bills, the Purchaser shall receive a credit against the Purchase Price for Seller's portion and shall pay the entire utility bill after Closing. If Seller h▇▇ ▇re-paid any escrows or bond repayment deposits established such utilities (so long as no more than thirty (30) days in connection with advance in the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the proceeds in said escrows Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. Seller shall use good faith efforts to deliver any information regarding special assessments to Purchaser within fifteen (15) days of Seller's receipt of such information. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties, but only to the extent the performance of such services occurs prior to the Closing Date. Seller shall deliver to Purchaser all such real estate tax consulting contracts within thirty (30) days of the date hereof. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations will described in this Agreement shall be deemed final as prorated on the Closing Date, except as to (a) delinquent rent referred to in Paragraph 12.2 below13.2 below and (b) real and personal property taxes which shall be reprorated on December 1, 1997 based upon the then most recently ascertainable tax information. 12.213.2. All For a period of ninety (90) days following the Closing Date, all basic rent paid following the Closing Date by any tenant of the Property Properties who is indebted under a lease Lease for basic rent for any period prior to and including the Closing Date 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) days On the last business day of each month following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, . Purchaser shall use reasonable its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, Receipts and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. After the Closing, in no event shall Seller attempt to evict a tenant through any manner. Paragraph 12.2 13.2 of this Agreement shall survive the Closing and the delivery and recording of the deed. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date. During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for such portion of the cost of such listing and/or advertisement attributable to the period after Closing. (d) In the event any third party (such as telephone company or billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (e) Purchaser's temporary license set forth in this paragraph shall expire on the date(s) set forth above. If Purchaser continues to use the name currently being used by the Property subsequent to the expiration date of this temporary license set forth above, then Purchaser shall be liable for and shall pay to the owner of said rights a license fee equal to One Hundred Dollars ($100.00) for each day after the permitted date set forth above for each Property for which Purchaser continues to use the existing trade name. In no event, however, shall such extended license period exceed ninety (90) additional days. (f) If Purchaser continues to use said logos or trade names beyond the period allowed above for which a temporary license has been granted, then Seller (or the owner of said rights) shall have all legal and equitable remedies authorized by federal law or the laws of the state where such Property is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. 12.14.8.1. Rents All collected rents and other income (exclusive including pet deposits and advance rentals) and all operating expenses with respect to the Property for the month in which the Closing occurs, and real estate and personal property taxes and other assessments with respect to the Property for the year in which Closing occurs, shall be prorated as of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed the close of business of the day immediately preceding the Closing Date. Rent collected by Purchaser on or after the Closing Date, shall be applied first to any current rent due, with any additional amount applied then to pay any arrearages (in inverse order/most recent arrearages paid first) and credited any such amounts owed to Seller to be remitted to Seller within ten (10) days of receipt. Purchaser shall include in Purchaser’s rent billing statements to tenants, for a period of one (1) year after the Closing, a statement indicating such tenant’s corresponding arrearages, if any, with respect to any unpaid rents attributable to the period prior to the Closing. All rent collected by the Seller prior to the Closing, for rental periods subsequent to the Closing (i.e., prepaid rent), shall be paid to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in . If the amount of 5%; real any item to be adjusted is not ascertainable on the Closing Date, the item shall be prorated by the Purchaser and personal property taxes; and other similar Seller based on the best available information. Those items shall be adjusted ratably reprorated as promptly after the Closing as possible. Any errors or omissions in computing the prorations at the Closing shall be corrected promptly. The obligation to reprorate shall survive for a period of eight (8) months after the Closing. Any payments due as a result of reproration shall be paid within ten (10) days of the reproration. 4.8.2. If the Closing occurs before the tax ▇▇▇▇ for the year of closing is available, taxes shall be prorated using the taxes paid in the prior year. After the tax ▇▇▇▇ is available, the taxes shall be reprorated at the request of the Seller or Purchaser based on the tax ▇▇▇▇ for the year of closing. Any amounts due as a result of the reproration shall be paid within ten (10) days of the reproration. Special assessment liens, if any, that are a charge or lien on the Property or that are due and payable at the time of Closing shall be paid by Seller. 4.8.3. To the extent possible, Purchaser shall be responsible for arranging all utility service and insurance coverage for the Project in its own name commencing as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent responsible for all utility charges accrued prior to the Closing Date and Seller shall be paid by Purchaserreceive a refund of all utility deposits and insurance premiums. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to a change 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 including the Closing Date 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) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall utility service cannot be liable to Seller for its failure to collect same. Within 120 days after effected on the Closing Date, 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 utility charges will be estimated and not previously delivered to Seller prorated as provided in accordance with the terms hereof. Seller retains the right to conduct an audit, at the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts, and in the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedSection 4.8.1.

Prorations. 12.1. Rents (exclusive of delinquent a) Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable by tenants under Leases (including, without limitation, the Rooftop Lease and the Parking Lease), all as and when actually collected, real property taxes and assessments due and payable in the year in which the closing occurs (without regard to the date levied, assessed or accrued and without regard to any fiscal year; and real property taxes, and assessments for annual taxes (but including prepaid rentsnot special assessments) shall be prorated based upon 110% of the most recent ascertainable ▇▇▇▇ and promptly reprorated upon receipt of an actual ▇▇▇▇); prepaid associations dueswater, refundable security deposits (which will be assigned to sewer and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuelsamounts payable under any Service Contracts or other agreements or documents; prepaid operating expenses; management annual permits and/or inspection fees in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be (calculated on the basis of the most recent ascertainable data. All prorations will be final except as period covered); common area maintenance charges and amounts payable to delinquent rent referred to in Paragraph 12.2 below. 12.2. All basic rent paid following the Closing Date by Hotel Owner or received from the Hotel Owner under the REA and other recorded documents; vending machine and paper recycling income, the current payment of the Nicollet Mall Special Assessment; and any tenant other income and expenses of the operation and maintenance of the Property who is indebted under (including, without limitation, expenses prepaid by Seller with respect to which Seller shall receive a lease for basic rent for any period credit at Closing in the amount of the prepaid portion thereof), shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a three hundred sixty-five (365) day year; provided, however, that any real estate taxes, including the current payments of the Nicollet Mall Special Assessment, payable directly by tenants to the governing taxing authorities or reimbursable by tenants after Closing Date shall not be prorated. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as provided in Section 7.3. All rents and other sums collected after the Closing shall be applied and paid as provided in this Section 8.5(a). Any payment to Purchaser of all current basic rent received after Closing shall be deemed a "Postpayment due after the Closing until the tenant or other payor is current in its post-Closing Receipt" until obligations, and then such time as all such indebtedness is payments shall be paid in fullto Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Within ten (10) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser Buyer shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 such rents and other sums owing to Seller and not previously delivered to Seller in accordance with the terms hereofSeller. Seller retains the right to conduct collect any such rents and other sums from tenants and other payors after Closing; provided, however, that Seller shall have no right to evict any tenant or to exercise any other landlord-tenant remedy other than to ▇▇▇ for collection. Without intending to limit the generality of the foregoing, Buyer and Seller acknowledge and agree that certain rental payments by the tenants under the Parking Lease and Rooftop Lease are collected monthly in arrears and, upon receipt of such payments after Closing, such sums shall be applied toward the period to which they properly pertain, and shall be prorated between Seller and Buyer, with the party receiving same promptly paying to the other party such other party’s share thereof. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within ninety (90) days following the end of such year in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(a). For those Leases in which tenants pay a proportionate share of taxes (including the current payments of the Nicollet Mall Special Assessment), insurance charges or other expenses over a base year amount or expense stop, the proration between the parties of the income received from tenants over such base year amount or expense stop shall be calculated based on the total amount of such expenses for the Property incurred by both Seller and Buyer for the entire calendar year, rather than on the amount of such expenses actually incurred by each party for such year, in order to enable the parties to determine if the base year amount or expense stop for such year is exceeded. Such income as so calculated shall be prorated between the parties based on the number of days each party owned the Property during such year and otherwise in accordance with this Section 8.5(a). By way of illustration but without limiting the foregoing, if: (i) the Closing was to occur on June 1, 2006, (ii) during Seller’s period of ownership of the Property during the year 2006 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2006 (214 days), Buyer incurred expenses of $500,000, (iv) total expenses for such year recovered from tenants under Leases is $400,000 (e.g., $950,000 total expenses minus a total base year amount of $550,000), then Seller would be entitled to $165,479.45 of such income ($400,000/365 days = $1,095.89 per diem multiplied by 151 days) and Buyer would be entitled to $234,520.55 of such income ($1,095.89 per diem multiplied by 214 days), regardless of the actual amount of expenses actually incurred by each party (which would have instead resulted in Seller receiving $189,473.68 of such income and Buyer receiving $210,526.32 of such income). For Leases which do not have a base year amount or expense stop, the proration between the parties of income received from tenants from reconciliations of expenses under the Leases shall be calculated based on the expenses actually incurred by each party for such year and each party’s period of ownership of the Property, and otherwise in accordance with this Section 8.5(a). In addition to the foregoing, on or before the end of the ninety (90) day period described in this paragraph above, Buyer also shall prepare with the cooperation of Seller all other annual reconciliations required in connection with the Property including, without limitation, annual reconciliations under the Parking Lease, Rooftop Lease and REA, as required thereby, and the parties shall reprorate the amounts payable thereunder (a) with respect to the REA, in the same manner as the reproration of rent under the Leases, based on the expenses actually incurred by Seller and Buyer under the REA for such year and each party’s respective period of ownership of the Property, and (b) with respect to the Parking Lease and the Rooftop Lease, based on the actual gross revenue of the tenants collected by the tenants during the Seller’s and Buyer’s respective periods of Ownership of the Property. Buyer shall promptly reimburse Seller for Seller’s prorated share of all expenses that are prepaid by Seller before Closing for which Buyer receives reimbursement from a third party after Closing. As an auditexample (and without limitation), Seller incurs obligations each month and then bills the Hotel Owner for the Hotel Owner’s share; the Hotel Owner then reimburses Seller. In the event Buyer receives payment(s) from the Hotel Owner after Closing attributable to expenses incurred and paid by Seller prior to Closing, Buyer shall promptly forward to Seller such amounts received from the Hotel Owner. The amount of any cash security deposits held by Seller under Leases (plus any interest thereon accrued prior to the date of Closing, if required by law or contract) shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Buyer shall cause all utilities to be transferred into Buyer’s name and account at the expense time of Closing. As soon as reasonably practicable after Closing, Seller shall transfer to Buyer all non-cash security deposits and deliver to Buyer all necessary consents to such transfers. Between the date of Closing and until such transfer takes place, Seller agrees to hold any such non-cash security deposit in trust for the benefit of Buyer. 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 that are paid in arrears or are otherwise not yet ascertainable or payable as of the Closing Date, 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 reasonable times the rate of ten percent (10%) per annum. Upon request of either party, the parties shall provide a detailed and upon reasonable noticeaccurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after Closing and to the manner in which such payments were applied, of Purchaser's and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (net of third party costs incurred in obtaining such refund) shall be paid to verify the accuracy party(ies) who previously paid or were responsible for such taxes, whether it be Seller, Buyer, or tenants under the Leases, and shall be prorated appropriately. (b) The cost of the PostTitle Policy shall be split equally between Buyer and Seller. Payment of all transfer taxes payable in connection with recording the deed shall be split equally between Buyer and Seller; Buyer shall pay all other recording fees. Any closing escrow fees and other closing charges of the Title Company for the sale transactions shall be split equally between Seller and Buyer. Seller shall be solely responsible for any and all costs and expenses pertaining to the assumption of the First Mortgage Loan including, without limitation, loan title policies, lender’s legal fees, lender’s escrow and closing fees and all intangibles and mortgage taxes. The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. At Closing, Seller shall reimburse Buyer for the cost of a Phase I environmental report in an amount not to exceed $3,000.00. (c) The total annual percentage rent payable under each Lease for the lease year in which the Closing occurs shall be prorated between Seller and Buyer based solely on the respective number of days of ownership of the Property by Seller and Buyer during such year, regardless of what portion of sales occur during the different parts of such year. At Closing, the parties shall estimate the total percentage rent payable under each Lease for the applicable lease year based on the percentage rent paid under such Lease for the prior year, and Seller shall receive a credit at Closing for its prorata share thereof. Once the final amount of percentage rent is determined, the parties shall reprorate, and the party owing the other shall promptly remit the amount owed no later than fifteen (15) days after the reproration is determined. (d) The provisions of this Section 8.5 shall survive the Closing. (e) The obligations of Buyer under this Agreement are subject to satisfaction or written waiver of Buyer of each of the following conditions or requirements on or before Closing: (1) Seller shall have delivered all documents required to be delivered at Closing under Article VIII; (2) Buyer shall not have terminated this Agreement pursuant to Section 3.2, Section 4.1(c), Article VI or Section 8.4(c); (3) The Title Policy shall have been issued and marked down to Closing, subject only to Conditions of Title in a so-Closing Receipts reconciliation statement and upon called “New York” style closing; (4) Purchaser shall have received the verification REA Estoppel; and (5) The Lender under the First Mortgage Loan shall have approved, in writing, to the extent consent is required, the assumption of additional funds owing the First Mortgage Loan, pursuant to documents reasonably acceptable to Seller, Purchaser shall pay to Seller said additional Post-Closing ReceiptsBuyer and their respective counsel, provided Buyer has performed all of its obligations hereunder with respect thereto. In the event that all of the foregoing provisions of this Section 8.5(e) are not satisfied in all material respects unless otherwise waiver by Buyer, and Seller does not request an adjournment of the Closing to comply such adjournment not to exceed ten (10) days, and Buyer elects in writing to terminate this Agreement, then the event Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00Deposit shall be promptly delivered to Buyer by Title Company and, Purchaser upon receipt thereof by Buyer, neither party shall pay have any further claim against the cost of performing Seller's audit. Paragraph 12.2 other by reason of this Agreement shall survive the Closing and the delivery and recording of the deedAgreement, except as otherwise specifically provided herein.

Prorations. 12.1(a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessments normally billed and collected in the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed), and Pre-Closing Taxes (other than those described above) for the current Tax period or that are not yet delinquent. Rents (exclusive Seller will be charged and credited for the amounts of delinquent rentsall of the Proration Items relating to the period up to and including the Closing Time, but including prepaid rents); prepaid associations dues, refundable security deposits and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which will approval shall not be assigned unreasonably withheld) two (2) days prior to and assumed the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and credited Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser at Closing); prepaid (if the preliminary prorations result in a net credit to Purchaser) by increasing or accrued (as reducing the case may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees cash to be delivered by Purchaser in the amount of 5%; real and personal property taxes; and other similar items shall be adjusted ratably as of 12:01 a.m. on the Closing Date, and credited against the balance payment of the cash due at Closing. To the extent any escrows or bond repayment deposits established in connection with the Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller Purchase Price at the Closing. Assessments payable in installments which If the actual amounts of the Proration Items are due subsequent to not known as of the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainableTime, the adjustments thereof shall prorations will be made at Closing on the basis of the most recent ascertainable data. All best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s and the Owners’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to delinquent rent referred utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in Paragraph 12.2 below. 12.2effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. All basic rent paid following A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before the date six (6) months after the Closing Date (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsections (e) and (g) which are governed by Section 3.2), will survive the Closing until Final Proration Date, and in the event any tenant of the Property who is indebted under a lease for basic rent for any period items subject to proration hereunder are discovered prior to and including Final Proration Date, the Closing Date after the payment to Purchaser of all current basic rent same shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (10) days following each receipt promptly prorated by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller, Purchaser shall use reasonable efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but shall not be liable to Seller for its failure to collect same. Within 120 days after the Closing Date, 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 not previously delivered to Seller parties in accordance with the terms hereofof this Section 10.4. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of six (6) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will not be required to expend any funds or incur any monetary obligations with respect to such efforts, and shall have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller retains shall have the right to conduct an audit, at pursue Delinquent Rentals after Closing. With respect to any Delinquent Rentals received by Purchaser within one (1) year after Closing (the expense of Seller at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller“Delinquent Rental Proration Period”), Purchaser shall pay to Seller said additional Post-any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the Closing ReceiptsTime. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be entitled to institute legal actions to pursue Delinquent Rental after Closing, but in no event shall Seller be permitted to institute eviction proceedings against any Tenant or to levy against or seize any personal property of any Tenant located on or in the event Real Property or to garnish or attach any rentals due under any Tenant Lease. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller's audit discovers additional Post-Closing Receipts greater than $5,000.00, and any sums collected by Seller and due Purchaser shall pay the cost of performing Seller's audit. Paragraph 12.2 of this Agreement shall survive the Closing and the delivery and recording of the deedwill be promptly remitted to Purchaser.