Common use of Prorations Clause in Contracts

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate between the parties15.1 Rent, in Cashadditional rent, to the Close of Escrowwater and other utility charges; fuels; operating expenses; real and personal property taxes (adjusted for all tenants' liabilities, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) , for such items); and all other 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 transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real property estate taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided payable in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate installments which are due prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable shall be paid by Purchaser. If the amount of any of the items to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americabe prorated is not then ascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is availablemost recent ascertainable data. If any items 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▇▇ ▇hall 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 adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment finally pursuant to Paragraph 15.4 below. Purchaser shall be made subsequent credited with and Seller shall be charged with an amount equal to the sum of (i) all Tenant security deposits and interest thereon required under the Leases, and (ii) the amount of any other credits due to Tenants as of the Closing within thirty (30) days following Date in accordance with the final determination terms of 2012 taxes the Leases, including prepaid rent. Seller shall be entitled to retain all Tenant security deposits, interest thereon, or other such credits due Tenants for which Purchaser receives credit and assessments Seller is charged pursuant to this Paragraph. At the Closing, Seller shall give Purchaser credit for an amount, determined on an accrual basis, equal to the Project (abatement of rent for any period on and after the “Final Adjustment Closing Date to which Tenants are entitled under Leases in effect on the Closing Date”). The provisions Subject to the other terms of this Article 5 Agreement, Purchaser shall assume the performance of all terms, covenants and conditions of the obligations of Sellers Leases with respect to the period from and Buyer hereunder shall survive after the Closing and shall not be deemed merged into any instrument delivered at ClosingDate.

Prorations. Escrow Holder will prorate The following items shall be adjusted and apportioned between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: Sellers and Purchaser as follows: (a) 2012 state, County, city All non-delinquent ad valorem real estate and special district (if any) real personal property taxes, special taxes charges and assessments affecting the Properties shall be prorated on a per diem basis such that they are charged to Purchaser as of the Closing Date, disregarding any discount or penalty and on the basis of the fiscal year of the authority levying the same. If any of the same have not been finally assessed as of the Closing Date for the Project current fiscal year of the taxing authority, then the same shall be adjusted through the Closing Date based on upon one hundred percent (100%) of the latest information available to Escrow Holder (i.e., $4,205,805 most recently ascertainable taxes. There shall be a final reproration of the estimated real estate and personal property taxes for promptly following the 2012 tax year calculated using issuance of final bills. Each party agrees to make such payments as shall be necessary to provide the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), appropriate credits resulting from such re-proration. (b) rental paymentsAll non-delinquent rent and other income of the Properties, including, without limitation, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments periodic rentals, additional rentals, escalation rentals, pass-throughs and other tenant sums and charges and additional rents received by Buyer from a tenant after payable under the Leases (collectively, "Rents") collected as of the Closing Date shall be prorated on a per diem basis such that they are credited to Purchaser as of the Closing Date. Purchaser shall receive a credit for any Rents which have been prepaid as of the Closing Date. No later than five (5) days prior to the Closing Date, Sellers shall provide Purchaser with a statement of all delinquent Rents. Any Rents defined below, which are delinquent on the Closing Date and which are collected after the Closing (net of collection costs, if any) shall be applied as follows: (i) first to collection costs the month in which Closing occurred, (iii) second, to all periods after Closing until Rent due to Purchaser is paid current by the applicable Tenant, and then (iii) third, to the most recently accrued receivables for the two calendar months immediately preceding the month of Closing. From and after the Closing Date Purchaser shall use commercially reasonable efforts to collect such Rent receivables in the ordinary course of business, but shall not be obligated to engage a collection agency, take legal action or to send any default notices. The obligation of Purchaser to remit delinquencies to Sellers in accordance with the terms of this Section 6(b) shall survive the Closing, delinquent Rents which are not collected by Purchaser on or before the date that is sixty (60) days after Closing shall be forfeited by Sellers and Sellers shall have no further right, title or interest in or to the same. To the extent any Seller receives any Rents after Closing, the same shall be held in trust for Purchaser and be applied in accordance with the terms of this Section 6(b). (c) At Closing Purchaser shall receive a credit equal to the unapplied total of all security and other refundable tenant deposits then held by Sellers. One or more of the Sellers may participate in a program administered by Lease Term Insurance Group, LLC ("Lease Term Insurance") whereby tenants of a Property may pay a non-refundable fee in lieu of refundable security deposits. Such fees shall not be treated as security deposits and shall not be subject to proration, provided that, at Closing, Sellers shall credit the Purchase Price for an amount equal to the then balance of the Lease Term Insurance credit pool for each of the Properties. (d) Charges of water, electricity, sewer rental, gas, telephone and all other utilities, and charges and income under all Assumed Contracts shall be prorated on a per diem basis such tenant. After application that they are credited or charged to Purchaser, as set forth aboveapplicable, Buyer shall remit to Seller as of the Closing Date, disregarding any discount or penalty and on the Final Adjustment basis of the fiscal year or billing period of the authority, utility or other person levying or charging for the same and charged to Sellers for all periods prior to the Closing Date. If the consumption of any of the foregoing is measured by meters, then Sellers shall use commercially reasonable efforts to arrange to obtain a reading of each such meter prior to Closing and Sellers shall pay all charges thereunder through the date of any meter readings obtained prior to Closing. If actual amounts cannot be reasonably obtained as of the Closing, such charges and income under the Assumed Contracts shall be based on Sellers' and Purchaser's good faith estimates (based on past expenses) and shall be re-prorated when actual amounts can be ascertained but in any event no later than one hundred eighty (180) days after Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice (e) Water or utility charges which are separately metered and billed to tenants at the Properties shall be reasonably estimated as of the Closing Date by Sellers based on the average consumption for such tenants for the two (2) previous monthly bills and at Closing, Sellers shall be entitled to a credit equal to such estimate. Such estimate shall be subject to re-proration under subsection (d) above. (f) At Closing, Purchaser shall receive a credit for any Vacant Units (as defined below) that portion are not in Rent Ready Condition (as defined below) as of rentals and other tenant charges and additional rents received after the date that is three (3) Business Days prior to the Closing Date attributable in an amount equal to periods Seven Hundred Fifty Dollars ($750) for each such unit. "Rent Ready Condition" shall mean a Vacant Unit that has been thoroughly cleaned and repainted since being vacated and contains the following: (1) a refrigerator-freezer unit in good condition and working order; (2) a dishwasher, garbage disposal, stove, oven, and microwave in good condition and working order; (3) plumbing, heating, air conditioning, and electrical systems in good condition and working order; (4) floors fully covered with a combination of tile, linoleum or carpet, and that since the unit was vacated (a) all tile and linoleum has been replaced and/or thoroughly cleaned consistent with Seller's prior practices for vacant units to be re-leased and (b) all carpeting has been replaced or steam cleaned by a professional third party vendor; and (5) blinds and/or drapes on all windows in good condition and working order. "Vacant Unit" shall mean any residential apartment unit at the Properties that is unoccupied as of the Closing Date and that was vacated by the tenant most recently occupying such unit at least three (3) Business Days prior to the month of ClosingClosing Date (i.e., and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the a unit becomes vacant less than three (3) Business Days prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”, it is not a "Vacant Unit" as to which Purchaser might be eligible to receive a credit). The provisions of this Article 5 and the obligations If requested by Purchaser, representatives of Sellers and Buyer hereunder Purchaser shall survive conduct a walk-through (the "Walk-Through") of the Properties on or around the third (3rd) Business Day prior to the Closing and shall not Date in order to determine the amount of such credit, if any, to be deemed merged into any instrument delivered at Closinggiven to Purchaser.

Prorations. Escrow Holder 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; management fees in the partiesamount of 6% of prorated rents credited to Purchaser; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, in Cashif any, for such items); operating expenses which are reimbursable by the tenants for the period prior to the Close 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 Escrow11:59 p.m. on the Closing Date, an amount calculated by multiplying and credited to the Total Sales Percentage by each balance of the following: (a) 2012 statecash due at Closing. Utilities, Countyincluding water, city sewer, electric, and special district (if any) real property taxes, special taxes and assessments for the Project gas shall be prorated at Closing based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes most recent ascertainable data. Seller shall pay at Closing the bills therefor for the 2012 tax year calculated using period to and including the total assessed value provided 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 such utilities (so long as no more than thirty (30) days in advance in the 2012 First Pass Assessment (i.e.ordinary course of business), $25,953,750) 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 Purchaser and the effective tax rate Seller may accomplish the transfer of utility accounts by arranging for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior a change of address on utility billing accounts to the Close of EscrowPurchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. All rental payments Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and other tenant charges and additional rents received by Buyer from a tenant after which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and 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 most recently accrued obligation of such tenantProperties, 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. After application The fees or commissions payable to said consultants (if any) shall be treated as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that a portion of rentals the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other tenant charges 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 additional rents received Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date attributable 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 periods prior post-closing adjustments as necessary to reflect later relevant information not available at the month of Closing, Closing and if attributable to correct any errors made at the month of Closing, Seller’s share thereof in accordance Closing with the proration set forth aboverespect to such prorations; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms such prorations shall be deemed final and not subject to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated further post-closing adjustments at 5:00 PM Chicago time on the basis of the best data then available and re-prorated when the information day which is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the Closing, at which time all prorations shall be deemed final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”)not subject to further post-closing adjustment. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder 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 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 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 and said Lease is not assigned to the 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 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 deemed merged into replaced in due course and within the license period specified above. In the event that the publication close date for any instrument delivered 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. 6.7.1. Real property taxes, assessments, rents, security deposits, and CAM expenses shall be prorated through Escrow Holder between Buyer and Seller as of Close of Escrow. Rents, security deposits and CAM expenses shall be approved by Buyer prior to Close of Escrow. Rents and other charges under the Lease that are delinquent as of the Close of Escrow will prorate between not be prorated, and rents and other amounts received by Buyer on or after the parties, Close of Escrow in Cash, respect of the Lease will be applied in the following order: (i) to Buyer's actual out-of-pocket costs of collection incurred with respect to the collected amounts; (ii) to rents due under the Lease for the month in which the payment is received by Buyer; (iii) to rents attributable to any period after the Close of Escrow that are past due on the date of receipt; and (iv) to rents and other charges delinquent as of the Close of Escrow (and Buyer promptly will remit these amounts to the Seller). Buyer will use commercially reasonable efforts to collect any delinquent rents, provided that Buyer has no obligation to institute legal proceedings, including an action for unlawful detainer, against the Tenant. In no event will Seller commence or maintain any action after the Close of Escrow against the Tenant to collect any sums purportedly owed by the Tenant to Seller. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, an amount calculated by multiplying Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the Total Sales Percentage by each recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the following: other party, and not later than ten (a10) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All rental payments leasing commissions owing and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then improvements with respect to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods Property transactions entered into prior to the month execution of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect paid by Seller, and Seller shall indemnify and hold Buyer harmless for any reason, then any party Lease commission claims brought against the Property arising therefrom. All leasing commissions for new leases executed after the date of this Agreement shall be entitled prorated between Buyer and Seller as their respective periods of ownership bear to an adjustment to correct the same. Any item which cannot be finally prorated because primary term of the unavailability new lease. 6.7.3. Seller agrees to indemnify and hold Buyer harmless of information shall be tentatively prorated 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 the Tenant or any other third parties and based on events occurring on or before the basis date of closing and which are in any way related to the best data then available Property, and re-prorated when 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 the information is available. If Tenant or any items other third parties and based on events occurring subsequent to be adjusted the date of closing and which are not determinable at Closing (in any way related to the Property, and all expenses related thereto, including, but not limited to, items set forth in this Article 5)court costs and attorneys' fees, provided, that the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and foregoing indemnity shall not be deemed merged into construed to limit the effect of, nor shall it be applicable to the subject matter of, any instrument of Seller's representations and warranties expressed in this Agreement or in the closing documents delivered at Closingby Seller.

Prorations. Escrow Holder will prorate between On the parties, in Cash, Closing Date all obligations and liabilities listed below relating to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each Business and/or Assets will be prorated as of the followingClosing Date, with Seller 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 Seller therefor to the extent such items relate to any time period commencing on or after the Closing Date: (a) 2012 statepersonal property, Countyreal estate, city occupancy and special district (water taxes, if any) real property taxes, special on or with respect to the Business and/or Assets; rents, taxes and assessments similar items payable by Seller under any Assigned Contract; the amount of any license or registration fees paid to a Governmental Authority with respect to any Permits which are being assigned or transferred hereunder; the amount of sewer rents and charges for the Project based on the latest information available to Escrow Holder (i.e.water, $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e.telephone, $25,953,750) electricity and the effective tax rate for 2011), (b) rental payments, other revenues utilities and expenses fuel; and (c) any other items which are normally prorated in connection with similar transactions. Seller and Buyer mutually instruct Escrow Holder agrees to prorate prior to the Close of Escrow. All rental payments furnish Purchaser with such documents and other tenant charges records as Purchaser reasonably requests in order for Purchaser to calculate all adjustments and additional rents received prorations pursuant to this Section 1.5. The amount of such prorations owed by Buyer from a tenant after Purchaser or Seller pursuant to this Section 1.5 shall be paid to Purchaser by Seller or to Seller by Purchaser, as the case may be, on the Closing Date and shall be applied first to collection costs and then treated as an adjustment to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit Purchase Price paid by Purchaser to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after 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 attributable to periods prior to the month of ClosingDate, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms such payments shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available most recently ascertainable ▇▇▇▇ therefor and re-prorated when shall be reprorated between Seller and Purchaser within 30 days after the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment Date and a cash settlement shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingpromptly thereafter on an item by item basis.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateSeller and Purchaser agree to adjust, Countyas of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), city the following (collectively, the "PRORATION ITEMS"): (i) Rentals, in accordance with Section 10.4(b) below. (ii) Cash Security Deposits and special district any prepaid rents, together with interest required to be paid thereon. (if anyiii) real property taxesUtility charges payable by Seller, special taxes including, without limitation, electricity, water charges and assessments sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the Project days between the meter reading date and the Closing Date based on the latest information available most recent meter reading. (iv) Amounts payable under the Spectrasite Agreements and amounts payable under the Service Contracts other than those Service Contracts which Purchaser has elected not to Escrow Holder assume. (i.e., $4,205,805 real property v) Real estate taxes due and payable for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrowcalendar year. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after 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 tax rate for the preceding year applied first to collection costs and then to the most recently accrued obligation 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 and 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 tenantrecomputation and vice versa. After application as 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. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period from and after the Proration Time. The estimated Closing prorations shall be set forth above, Buyer shall remit on a preliminary closing statement to be prepared by Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after submitted to Purchaser prior to the Closing Date attributable (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 periods prior Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the month 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, and if attributable to . If the month actual amounts of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from Proration Items are not known as of the United States of AmericaClosing Date, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall prorations will be made subsequent on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing within thirty (30) days following Date, in which event no proration will be made at the final determination of 2012 taxes Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and assessments Purchaser will be obligated to make its own arrangements for any deposits with the Project (the “Final Adjustment Date”)utility providers. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall 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 shall not attributable to any period from and after the Proration Time. After the Closing, Seller will cause to be deemed merged into paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any instrument delivered at Closing.period from and after 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

Prorations. (a) Non-delinquent real property taxes and any current installments on any improvement assessment liens, ▇▇▇▇▇-▇▇▇▇ bond payments and similar assessments affecting the Real Property and any personal property taxes affecting the Personal Property shall be prorated based on the most recent available tax bills using a 30-day month and a 360-day year. Any increase in real property taxes and assessments arising out of the sale of the Real Property to Buyer (or its assignee), or a sale or change in ownership after the sale to Buyer, and any supplemental real property taxes and assessments arising out of any construction pertaining to the Real Property completed following the Close of Escrow Holder will prorate between shall be paid by Buyer when assessed, and Buyer shall indemnify Seller from and against all such taxes. Any supplemental real property taxes or private assessments arising out of any occurrence before the parties, in Cash, Close of Escrow shall be paid by Seller when assessed to the extent such taxes or assessments are attributable to any period before the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special Seller shall indemnify Buyer from and against all such taxes and assessments for assessments. The parties’ indemnification obligations under this Section shall survive the Project Close of Escrow. (b) Non-delinquent rentals and other charges payable by tenants shall be prorated based on the latest information available updated Rent Roll delivered pursuant to Escrow Holder Section 5(c)(v). Rentals are delinquent when payment thereof is more than thirty (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,75030) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to days past due as of the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer In addition, rentals from a tenant less than thirty (30) days past due will be considered delinquent if that tenant also has at least one month of rental more than thirty days past due (e.g. if a tenant has not paid its monthly rental for January of a year, and assuming a date after February 1 for the Close of Escrow, due to the January delinquency the rental for the month of February also will be considered delinquent even though it is less than thirty ((30) days past due). Escrow Holder shall credit the amount of security deposits held by Seller as shown on the Rent Roll against the Purchase Price payable by Buyer. Rentals collected by Seller not shown on the updated Rent Roll and delinquent rentals collected by Buyer as hereafter provided shall be prorated by the parties outside of escrow as of the Closing Date and paid to the entitled party as soon as practical from time to time as collected. After the Close of Escrow Buyer shall use its commercially reasonable efforts to collect any delinquent rentals, but Buyer shall not be required to file suit or evict a tenant. If, after making diligent efforts to collect delinquent rentals from any tenant or tenants, or ninety (90) days after the Close of Escrow, whichever first occurs, Buyer elects not to file a legal action against such tenant or tenants, Buyer shall notify Seller, and Seller may file a legal action or actions against such tenant or tenants for the delinquent rentals owing to Seller except that Seller shall not pursue an eviction remedy. Delinquent rentals collected by Buyer, net of the reasonable costs of collection (including attorney’s fees), shall be applied first to collection costs against rent accruing for the month in which the Closing occurs, then against any other amounts owing Buyer, then against other amounts most overdue. Percentage rent, if applicable and then to if any, for the most recently accrued obligation of such rental period including Closing shall be prorated upon receipt, based upon the tenant. After application as set forth above, Buyer shall remit to Seller on ’s sales for the Final Adjustment Date (as defined below) that portion of rentals the lease year allocable to Seller’s and other tenant charges Buyer’s respective ownership of the Property. (c) No later than two (2) business days before the Close of Escrow, the parties will prorate outside of escrow on an accrual basis all known deposits and additional rents received after operating expenses concerning the Property, refundable deposits held by any governmental agency or utility that will be assigned to Buyer at the Close of Escrow. If any of the foregoing cannot be apportioned at the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information the amounts which are to be apportioned, such items shall be tentatively apportioned and paid to the entitled party as soon as practicable after the Closing Date, but in no event later than ninety (90) days after the Closing Date. Sewer, gas, electric, telephone and other utility charges, to the extent not reimbursed or paid directly by tenants, shall not be prorated on but shall be paid by Seller to the basis utility company. (d) Buyer and Seller shall take all steps necessary to effectuate the transfer of all utilities presently in Seller’s name into Buyer’s name as of the best data then available Close of Escrow. Where necessary, Buyer will post deposits with the utility companies. (e) All prorations and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment adjustments shall be made subsequent to as of 12:00 midnight on the day immediately preceding the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between the partiesbe assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for such items); operating expenses which are reimbursable by the tenants for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of Escrow. All rental payments Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other tenant charges similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and additional rents received by Buyer from a tenant after credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the day before the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when most recent ascertainable data. All prorations will be final except as to the information is availablematters referred to in Paragraph 12.2 below. If the Seller shall have collected from tenants any items to be adjusted are not determinable at Closing (includingpayments for utilities, but not limited totaxes, items set forth common area expenses, or other operating expenses in this Article 5), the adjustment shall be made subsequent excess of amounts incurred by Seller for any period prior to the Closing within thirty 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, CAM 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. 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 shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. Within ten (3010) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the final determination Closing Date, Purchaser shall deliver to Seller a reconciliation statement of 2012 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 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 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, the amount of such rebate or refund shall be paid to Purchaser, and assessments for Purchaser shall indemnify, defend and hold harmless the Project (Seller against the “Final Adjustment Date”)claims of Tenants with respect to such funds. The provisions of this Article 5 paragraph shall be confirmed at and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate between The Purchase Price for the partiesProperty shall be subject to prorations and credits as follows to be determined as of 12:01 a.m. on the Closing Date: 1. Rents Payable Under Tenant Leases. Any portion of any rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date, in Cashnet of Purchaser's third-party costs of collection, if any, shall be paid, promptly after receipt, to the Close of EscrowSeller, an amount calculated by multiplying the Total Sales Percentage by each but subject to all of the following: (a) 2012 stateprovisions of this Section; and any portion thereof properly allocable to periods subsequent to the Closing Date, County, city and special district (if any) real property taxes, special taxes shall be paid to Purchaser. Any amount collected from a tenant shall first be applied to such tenant's current monthly rental and assessments for the Project based on the latest information available then to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided past due amounts in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) reverse order in which they were due. Any advance rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate payments or deposits paid by tenants prior to the Close Closing Date and applicable to the periods of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after time subsequent to the Closing Date and any security deposits or other amounts paid by tenants, together with any interest on both thereof to the extent such interest is due to tenants, shall be credited to Purchaser on the Closing Date. No credit shall be given the Seller for accrued and unpaid rent or any other non-current sums due from tenants until said sums are paid. 2. Motel Room, Restaurant and Bar Revenues. Purchaser shall be entitled to all food service, bar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, Motel banquet and conference facility operations, and all other revenue of any kind attributable to any of the same for the period on and after 12:01 a.m. on the Closing Date. Purchaser shall pay over to Seller all collections of accounts receivable in connection with the Properties which have accrued as of Closing (the "Closing Accounts Receivable"). By no later than sixty (60) days after Closing, Purchaser shall pay to Seller an amount equal to the remaining Closing Accounts Receivable, minus those uncollectible Closing Accounts Receivable as agreed upon by Purchaser and Seller. Seller shall deliver to Purchaser or provide Purchaser a credit against the Purchase Price for the Properties in an amount equal to all guest reservation deposits held by the Motels for Motel guests arriving or staying after check-out time for the Motel on the Closing Date. All collections of Motel receivables from any party after Closing shall be applied first to collection costs and then to the most recently receivables due from such party which have accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at second to receivables due from such party which have accrued after Closing.

Prorations. Escrow Holder will prorate between 3.2.1. The following shall be apportioned with respect to the partiesProperty as of the end of the Transition Period (as defined in Section 6.1.1), as if Purchaser were vested with title to the Property as of the end of the Transition Period. (a) rents, if any, as and when collected (the term “rents” as used in Cashthis Agreement includes all payments due and payable by Tenants under the Leases); (b) taxes (including personal property taxes on the Personal Property) and assessments levied against the Property; (c) payments under the Contracts; (d) gas, electricity and other utility charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis of the most recent meter reading occurring prior to Closing; and (e) any other accrued or prepaid operating expenses for the Property and, to the Close extent customarily prorated between a purchaser and a seller in the Commonwealth of EscrowMassachusetts, an amount calculated by multiplying any other items pertaining to the Total Sales Percentage by each of Property. 3.2.2. Notwithstanding anything contained in the following: foregoing provisions: (a) 2012 stateAt Closing, CountySeller shall deliver to Purchaser any security deposits and prepaid rents (for periods on or after the end of the Transition Period) under the Leases or credit to the account of Purchaser the unapplied amount of such security deposits and prepaid rents. All prepaid rents covering the period of time commencing on or after the end of the Transition Period shall be delivered by Seller to Purchaser on the Closing Date, city and special district or Purchaser may elect to receive a credit against the Purchase Price in the amount of such prepaid rents. (if anyb) real property taxes, special Any taxes paid at or prior to Closing shall be prorated based upon the amounts actually paid. If taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e.current year have not been paid before Closing, $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first charged at Closing an amount equal to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals such taxes and other tenant charges assessments which relates to the period before the end of the Transition Period and additional rents received after Purchaser shall pay the Closing Date attributable to periods taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the month of Closingtax rate or assessed valuation, or both, have not yet been fixed shall be based upon the most recent ascertainable, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at post-Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the once final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingsuch period have been determined.

Prorations. Escrow Holder will prorate between the parties, in Cash, Notwithstanding anything to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: contrary in any CAPCO Agreement: (a) 2012 stateThe Parties agree that all of the items normally prorated, Countyincluding those listed below (but not including Income Taxes), city relating to the business and special district operation of the DLC Nuclear Assets shall be prorated as of the DLC Nuclear Closing Date, with DLC liable to the extent such items relate to any time period prior to the DLC Nuclear Closing Date, and the applicable Specified FE Subsidiary liable to the extent such items relate to periods commencing with the DLC Nuclear Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days): (i) Personal property, real estate and occupancy Taxes, assessments and other charges, if any, on or with respect to the business and operation of the DLC Nuclear Assets; (ii) real property taxesRent, special taxes Taxes and assessments all other items (including prepaid services or goods not included in Inventory) payable by or to a DLC under any of the DLC Nuclear Agreements; (iii) Any permit, license, registration, compliance assurance fees or other fees with respect to any Transferable Permit; (iv) Sewer rents and charges for water, telephone, electricity and other utilities with respect to the DLC Nuclear Assets; (v) Rent and Taxes payable by DLC under the Real Property Leases assigned to the applicable Specified FE Subsidiary; and (vi) ANI and ▇▇▇▇ insurance premiums for the Project current year or other applicable policy period; (vii) Impositions and fees payable to the Department of Energy and the NRC; and (viii) Membership fees in respect of the Institute for Nuclear Power Operator, the Nuclear Energy Institute and similar organizations involved solely in nuclear matters. (b) In connection with the prorations referred to in Section 3.4 (a) above, in the event that actual figures are not available at the DLC Nuclear Closing Date, the proration shall be based upon the actual Taxes or other amounts accrued through the DLC Nuclear Closing Date or paid for the most recent year (or other appropriate period) for which actual Taxes or other amounts paid are available. Such prorated Taxes or other amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of the date that the previously unavailable actual figures become available. The prorations shall be based on the latest information available to Escrow Holder number of days in a year or other appropriate period (i.e., $4,205,805 real property taxes for i) before the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses DLC Nuclear Closing Date and (cii) any including and after the DLC Nuclear Closing Date. The Parties agree to furnish each other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments with such documents and other tenant charges records as may be reasonably requested in order to confirm all adjustment and additional rents received by Buyer from a tenant after the Closing Date shall be applied first proration calculations made pursuant to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingSection 3.4.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateSeller and Purchaser agree to adjust, Countyas of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), city 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 special district any prepaid rents, together with interest required to be paid to Tenants thereon. (if anyiii) real property taxesUtility charges payable by Seller, special taxes including, without limitation, electricity, water charges and assessments sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than three (3) Business Days prior to the Closing Date, and a per diem adjustment shall be made for the Project days between the meter reading date and the Closing Date based on the latest information available to Escrow Holder most recent meter reading. (i.e., $4,205,805 real property 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 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrowcalendar year. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied first to collection costs and then to the most recently accrued obligation latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and 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 tenantrecomputation and vice versa. After application Any and all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, Buyer 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 remit be set forth on a preliminary closing statement to be prepared by Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after submitted to Purchaser prior to the Closing Date attributable (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 periods prior Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the month 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, and if attributable to . If the month actual amounts of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from Proration Items are not known as of the United States of AmericaClosing Date, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall prorations will be made subsequent on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing within thirty (30) days following Date, in which event no proration will be made at the final determination of 2012 taxes Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and assessments Purchaser will be obligated to make its own arrangements for any deposits with the Project (the “Final Adjustment Date”)utility providers. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall 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 and shall attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proportionate share of building operation and maintenance costs and expenses as provided for under its Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be deemed merged into prorated. With respect to Tenants still in occupancy, Purchaser agrees to use commercially reasonable efforts with respect to the collection of any instrument delivered at Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. With respect to Tenants no longer in occupancy, Seller reserves the right to pursue the collection of Delinquent Rental. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current Rental (which may include delinquencies owed to Seller for the calendar month of Closing) and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); prepaid or accrued (as the partiescase may be) interest on the Existing Bond and Mortgage Documents, water and other utility charges; fuels; prepaid operating expenses; management fees in Cashthe 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, to and credited against the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each balance of the following: (a) 2012 statecash 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, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available proceeds in said escrows shall be assigned to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) Purchaser and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items amounts thereof shall be a credit to Seller and Buyer mutually instruct Escrow Holder at the Closing. Assessments payable in installments which are due subsequent to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available 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 re-prorated when including the information is available. If any items Closing Date after the payment to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment Purchaser of all current basic rent shall be made subsequent to the deemed a "Post-Closing within thirty Receipt" until such time as all such indebtedness is paid in full. Within ten (3010) 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 final determination Closing Date, Purchaser shall deliver to Seller a reconciliation statement of 2012 taxes 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 assessments for not previously delivered to Seller in accordance with the Project (terms hereof. Seller retains the “Final Adjustment Date”)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. The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateFor purposes of determining the Purchase Price, County, city personal property and special district (if any) real property taxesTaxes, special taxes fees with respect to any Transferable Permits, rents under any leases of real or personal property, or other similar expenses, that are not due or assessed until after the Effective Time but which are attributable in whole or in part to any period commencing prior to the Effective Time, and assessments for any other amounts that by the Project based on terms of this Agreement are to be allocated between the latest information available Parties, will be prorated as of the Effective Time, with Seller liable to Escrow Holder (i.e.the extent such items relate to any period prior to the Effective Time, $4,205,805 real property taxes for and Buyer liable to the 2012 tax year calculated using extent such items relate to any period from and after the total assessed value provided Effective Time. If the actual amounts to be prorated are not known, Seller shall include an itemized estimate in the 2012 First Pass Assessment (i.e.Closing Adjustment Statement based upon the most recent available rates, $25,953,750) assessments, valuations, or other data, and the effective tax rate for 2011)Parties shall adjust the amounts paid at Closing to reflect such prorations. Any prorations shall be made so as to avoid duplication of any amounts, and will be adjusted to properly take into account any amounts thereof used in determining the Purchase Price. (b) rental paymentsThe proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, and will provide Seller with all documentation relating to such recalculations, including tax statements and other revenues and expenses and (c) notices from third parties. The Parties will make such payments to each other as are necessary to reconcile any other items estimated amounts prorated as of the Effective Time with the final amounts to be prorated. Seller and Buyer mutually instruct Escrow Holder agree to prorate prior to the Close of Escrow. All rental payments furnish each other with such documents and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall records as may be applied first reasonably requested in order to collection costs and then confirm all proration calculations made pursuant to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingSection 3.4.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateAll items of revenue and expenses with respect to the Venture, Countythe Facility Owners, city the Operating Tenant, the Operating Subtenants and special district (if any) real property taxes, special taxes and assessments for the Project based Facilities shall be prorated as of 11:59 pm on the latest information available Closing Date (the “Apportionment Time”) to Escrow Holder allocate between (i.e., $4,205,805 real property taxes for x) the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate Joint Venture as it was constituted immediately prior to the Close Closing Date (collectively, the “Original Company”) and (y) Purchaser (as 100% owner of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Joint Venture immediately following the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenantDate). After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party Original Company shall be entitled to an adjustment all revenue and shall be responsible for all expenses for the period of time up to correct the sameApportionment 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 (with such supporting documentation as the parties hereto may reasonably require being attached as exhibits to the Closing Statement) and shall increase or decrease (as the case may be) the Purchase Price taking into account the parties respective interests in the Original Company. All prorations shall be made on the basis of the actual number of days in the year and month in which the Closing occurs or in the period of computation. Any item which cannot be finally prorated on the Closing Date because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated reprorated when the information is available. If any items to be adjusted are not determinable at Closing (including, available but not limited to, items in each case with the time frames set forth in this Article 5Section 8.04(b) below. (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 Statement (the “Proration True-Up Statement”), provided that with respect to property tax prorations, Seller and Purchaser shall agree on the adjustment shall be made subsequent final determination of all such prorations within sixty days after Purchaser’s receipt of the final tax bills for all relevant periods with respect to all of the Facilities. The net amount due Original Company or Purchaser, if any, by reason of such adjustments to the Closing Statement as shown on the Proration True-Up Statement, shall be paid in cash by the party obligated therefore within thirty ten (3010) days following the final determination date of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingProration True-Up Statement.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real 6.7.1. Real property taxes, special taxes personal property taxes, assessments, rents, and assessments for the Project based on the latest information available to CAM expenses shall be prorated through Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) between Buyer and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the as of Close of Escrow. All rental payments security deposits shall be paid over to Buyer. Rents and other tenant charges and additional rents received CAM expenses shall be approved by Buyer from a tenant after the Closing Date shall be applied first prior to collection costs and then to the most recently accrued obligation Close of such tenantEscrow. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional Any delinquent rents received after the Closing Date attributable to periods prior to the month Close of Closing, Escrow and if attributable which are collected by Buyer or Seller shall be retained by or paid to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any amounts collected by Buyer or Seller shall be first applied to any rents then due to Buyer and, if collected by Seller, remitted to Buyer for such purpose. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not (a) cause Tenant to be delinquent for their current rent received from or become financially unstable or (b) have the United States right to seek eviction of Americathe Tenant by unlawful detainer or other means. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If after Close of Escrow either party receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, the Department recipient shall promptly deliver a copy of Homeland Security and Department of Justicesuch tax ▇▇▇▇ to the other party, and Internal Revenue Service Department not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of Treasurysuch tax ▇▇▇▇, Bureau prorated as of Alcohol, Tobacco and Firearms Close of Escrow. All prorations shall be deemed based on a 360-day year. 6.7.2. All leasing commissions owing and tenant improvements with respect to be payment for the Real Property entered into prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because execution of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (Agreement including, but not limited to, commissions for lease renewals and expansion options, shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for lease commission claims brought against the Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bears to the primary term of the new Lease subject, in all events, to the prior approval of said Leases as herein provided by Buyer pursuant to Paragraph 7.3. 6.7.3. Seller agrees to indemnify and hold Buyer harmless from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorney fees (except those items set forth in which under the terms of this Article 5Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the adjustment shall be made Close of Escrow and which are in any way related to the Property. 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 Closing within thirty (30) days following Close of Escrow and which are in any way related to the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingProperty.

Prorations. Escrow Holder will prorate between 12.1. The following items shall be adjusted ratably as of 11:59 p.m. on the partiesClosing Date, in Cash, to and credited against the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each balance of the followingcash due at Closing: i) rents (aexclusive of delinquent rents, but including prepaid rents); ii) 2012 state, County, city refundable security deposits (which will be assigned to and special district (if anyassumed by Purchaser and credited to Purchaser at Closing); iii) water and other utility charges; iv) fuels; v) prepaid operating expenses; vi) real and personal property taxes, special taxes and assessments for ("Taxes") prorated on a "net" basis based on 105% of the Project most recent actual tax bills. The amount of the proration shall be calculated by (1) determining the net amount (the "Net Amount") of (x) the amount of all Taxes accrued but not yet due and payable as of the Closing (based on the latest information available to Escrow Holder most recent actual bills), minus (i.e., $4,205,805 real property taxes y) the aggregate amount payable by tenants of the Property for their respective shares of Taxes for the 2012 tax year calculated using time period covered by the total assessed value provided in proration; (2) multiplying the 2012 First Pass Assessment (i.e.Net Amount by 105%. In addition, $25,953,750Seller shall give Purchaser a credit for the aggregate amount actually paid or deposited by tenants of the Property, as of the Closing, for their respective shares of Taxes for the time period covered by the proration; vii) and operating expenses which are reimbursable by the effective tax rate tenants for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate the period prior to the Close of EscrowClosing Date less any amount previously paid by the Tenants shall be credited to Seller; and viii) other similar items. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All monies received after Closing by Purchaser from any tenant of the Property who is indebted under a lease for rent for any period prior to and re-prorated when including the information is availableClosing Date will first be applied to rent or other charges currently due to Purchaser under the applicable lease. If any items Any balance remaining after the application of such monies to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment current rent and other charges shall be made subsequent deemed a "Post-Closing Receipt" but only to the Closing within thirty extent such pre-closing indebtedness has not been paid in full. Within ten (3010) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall set forth both current and delinquent rent amounts on tenant bills in an effort to collect all amounts owing from tenants, including those which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the final determination Closing Date, Purchaser shall deliver to Seller a reconciliation statement of 2012 taxes 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 assessments for not previously delivered to Seller in accordance with the Project (terms hereof. Seller retains the “Final Adjustment Date”)right to conduct an audit, 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 the cost of performing Seller's audit. The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate between the parties, in Cash, The following adjustments to the Close of Escrow, an amount calculated by multiplying Purchase Price paid hereunder shall be made between Seller and Purchaser and shall be prorated (as applicable) on a per diem basis as if Purchaser owned the Total Sales Percentage by each of Property for the following: entire day on the Closing Date: (a) 2012 state, County, city and special district (if any) All real property taxes, special estate taxes and installments of special assessments due and payable with respect to the calendar year of Closing. All other installments of special assessments not yet due and payable shall be the responsibility of Purchaser. If at the time of Closing the tax rate or the assessed valuation for the Project current year has not yet been fixed, taxes shall be prorated based on upon the latest information available tax rate and the assessed valuation established for the previous tax year; provided, however, that Seller and Purchaser agree that to Escrow Holder (i.e., $4,205,805 real property the extent the actual taxes for the 2012 tax current year calculated using differ from the total assessed value provided in amount so apportioned at Closing, the 2012 First Pass Assessment (i.e.parties hereto will make all necessary adjustments by appropriate payments between themselves following the Closing, $25,953,750) and the effective tax rate for 2011), this provision shall survive Closing. (b) rental paymentsCurrent rents, advance rentals and other revenues income from the Property shall be prorated between Seller and expenses Purchaser at Closing based upon such amounts actually collected by Seller as of the Closing Date. Rent which is unpaid or delinquent as of the Closing Date shall not be prorated, but such unpaid or delinquent rent collected after the Closing Date shall be delivered as follows: (i) if Seller collects any rent after the Closing Date, Seller shall deliver to Purchaser any such rent within fifteen (15) days after the receipt thereof and (cii) if Purchaser collects any other items unpaid or delinquent rent after the Closing Date, Purchaser shall deliver to Seller and Buyer mutually instruct Escrow Holder any such rent relating to prorate the period prior to the Close of EscrowClosing Date within fifteen (15) days after the receipt thereof. All rental payments Seller and other tenant charges and additional rents Purchaser agree that all rent received by Buyer from a tenant Seller or Purchaser after the Closing Date shall be applied first to collection costs current rentals and then to delinquent rentals, if any, in inverse order of maturity provided any payments to Seller shall be net of costs of collection. Purchaser will make a good faith effort after Closing to collect all rents (including without limitation the most recently accrued obligation Pass Through Expenses and percentage rents described in Section 4.4(c) below) in the usual course of Purchaser’s operation of the Property, but Purchaser will not be obligated to institute any lawsuit or incur any expense to collect delinquent rents. Notwithstanding the foregoing provisions, Seller shall not be required to prorate any amounts collected by Seller after Closing from former tenants of the Property, it being understood and agreed that Seller may retain all amounts that Seller recovers from such former tenants. (c) With respect to additional rent attributable to insurance, taxes, common area maintenance and other operating expenses which are passed through to tenants under the Leases (the “Pass Through Expenses”) and as of the Closing Date are not yet collected, Purchaser shall, upon collection of such tenant. After Pass Through Expenses, but subject to the same rules of application as set forth in Section 4.4(b) above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) an amount equal to that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods Pass Through Expenses which accrued prior to the month Closing Date. With respect to Pass Through Expenses which have not been billed to tenants as of the Closing Date, Purchaser shall ▇▇▇▇ each tenant for same in accordance with each such tenant’s Lease. Within one hundred fifty (150) days after the end of 2010, Seller shall, with Purchaser’s reasonable cooperation and contingent upon receipt of any information held by Purchaser and not in the possession of Seller and reasonably necessary to such obligation, prepare a reconciliation of Pass-Through Expenses. Within one hundred fifty (150) days after the end of the year in which Closing occurs, Purchaser shall, with Seller’s reasonable cooperation and contingent upon receipt of any information held by Seller and not in the possession of Purchaser and reasonably necessary to such obligation, prepare a reconciliation of Pass-Through Expenses. In the event that any reconciliation shows that either Seller or Purchaser is owed an adjusting payment, then the party owing such payment shall promptly remit the same. (d) Charges under service agreements assumed by Purchaser, utility charges for which Seller is liable, and other operating expenses of the Property shall be prorated between Seller and Purchaser at Closing. (e) Security deposits shall, at Seller’s option, either be transferred or credited to Purchaser at Closing. Refundable cash or other refundable deposits posted with utility companies or other entities in connection with the Property shall, at Seller’s option, either be assigned to Purchaser and credited to Seller at Closing, or Seller shall be entitled to receive and if attributable retain such refundable cash and deposits. Seller shall cause its lender and Wellstream International Limited (“Wellstream”) to execute such documents as may be required to cause the letter of credit to be transferred to Purchaser as soon as is reasonably practical following the Closing and Seller shall cause Wellstream to reduce the amount of its scheduled 2011 letter of credit reduction by Two Thousand Dollars ($2,000) such that it shall be reduced by Seventy-Three Thousand Dollars ($73,000) instead of Seventy-Five Thousand Dollars ($75,000). (f) Purchaser shall be responsible for the payment of (i) all Tenant Inducement Costs (as hereinafter defined) and leasing commissions which become due and payable (whether before or after Closing) (A) as a result of any renewals or expansions of existing Leases, and (B) under any new Leases (including any amendments of existing Leases) in each instance to the month extent entered into after the Effective Date of Closing, Seller’s share thereof this Agreement which have been approved (or deemed approved) by Purchaser in accordance with the proration set forth aboveterms of this Agreement; provided, however, that any rent received from and (ii) all Tenant Inducement Costs and leasing commissions which become due and payable under an existing lease for a right exercised after the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms Effective Date. Seller shall be deemed to be payment responsible for the prior month’s outstanding rent dueall other Tenant Inducement Costs. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because If as of the unavailability of information Closing Date Seller shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If have paid any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.Tenant Inducement Costs

Prorations. Escrow Holder will prorate between the parties, in Cash, All normal and customarily proratable items relating to the Close of EscrowPurchased Assets, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateincluding, Countywithout limitation, city and special district (if any) real Real Property Taxes, personal property taxes, special taxes utility bills, alarm and assessments security bills, ground lease rent and tower lease rent (collectively, the "Closing Date Prorations") shall be prorated as of such assets' respective Closing Date, Seller being charged and credited for all of the Project based same up to such date ("Seller's Closing Date Prorations") and Purchaser being charged and credited for all of the same on and after such date ("Purchaser's Closing Date Prorations"). All earn▇▇▇ ▇▇▇ey deposits held by Seller under Tower Leases for which Purchaser assumes liability under a Tower Lease Assignment and Assumption Agreement shall be credited in favor of Purchaser against the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for Purchase Price. The Pre-Paid Expenses shall be credited in favor of Seller against the 2012 tax year calculated using the total assessed value provided Purchase Price in the 2012 First Pass Assessment aggregate amount thereof. Within ninety (i.e.90) days after each Closing Date, $25,953,750) the Seller will prepare and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close notify Purchaser of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first Prorations applicable to collection costs and then to the most recently accrued obligation such Closing Date. If Purchaser disagrees with Seller's calculation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable Prorations, Purchaser will notify Seller within five (5) business days after receipt of the calculation. If the parties cannot resolve a disagreement as to periods prior to such calculation within three (3) business days thereafter, they shall promptly submit the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled disagreement to an adjustment arbitrator mutually selected by the parties (the "Arbitrator"), whose decision with respect to correct the samesuch Closing Date Prorations (which decision must be rendered within ten (10) business days after submission) will be final and binding. Any item which cannot be finally prorated because Purchaser and Seller will each pay one-half of the unavailability of information shall be tentatively prorated on the basis expenses of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingArbitrator.

Prorations. Escrow Holder will prorate With respect to each Property, the following shall be adjusted between Contributor and Company and shall be prorated as of 12:01 A.M. local time on the partiesClosing Date as if Company was the owner of the Property for the entire Closing Date: (a) Base rents (and, in Cashsubject to Section 7.4(d) below, reimbursements for operating expenses, insurance, and Real Estate Taxes) payable under the Leases (the “Rents”) for the month of Closing shall be prorated as of the Closing Date, except that no proration shall be made for Rents which are due as of the Closing Date but which have not been paid by Tenants as of the Closing Date (hereinafter called the “Delinquent Rents”). Any Delinquent Rents collected after the Closing shall be applied as follows: (i) first, to the Close calendar month for which the payment is made; (ii) second, to post-Closing delinquencies owed to Company; (iii) third, to Company’s costs of Escrowcollecting post-Closing delinquencies, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (civ) fourth, to pre-Closing delinquencies owed to Contributor. For a period of one hundred twenty (120) days after the Closing, Company shall use reasonable efforts to collect any other items Seller and Buyer mutually instruct Escrow Holder to prorate Delinquent Rents that accrued prior to the Close of Escrow. All rental payments Closing Date and to collect from the Defaulting Tenants any delinquent amounts for base rents, additional rents, percentage rents and other tenant charges Tenant charges, damages, or costs for the period prior to the Closing or otherwise owed and additional rents immediately pay to Contributor any such amounts actually collected. Without limiting the foregoing, Contributor shall have the right to pursue all remedies against any Tenant or Defaulting Tenant to collect Delinquent Rents, provided that Contributor may not seek as a remedy in any litigation against a Tenant the termination of any Lease or the dispossession of any Tenant. Contributor and Company each agrees to forward any Rents received by Buyer from a tenant it after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After other, if and as applicable hereunder, for application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the provisions hereof. This Section 7.4(a) shall survive Closing. (b) Real Estate Taxes due and payable in the calendar year of Closing relating to the Property shall be prorated as of the Closing Date except to the extent payable or reimbursable by Tenants on an annual or semi-annual basis. If the Closing shall occur before the Real Estate Tax rate is fixed for the then current year, the apportionment of Real Estate Taxes shall be made on the basis of the Real Estate Tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the Real Estate Taxes actually due for the current year are more or less than the Real Estate Taxes for the preceding year, then within thirty (30) days after the issuance of the then current year’s Real Estate Tax ▇▇▇▇, Contributor and Company shall adjust the proration set of such Real Estate Taxes and Contributor or Company, as the case may be, shall pay to the other any amount required as a result of such adjustment. (c) All items of expense for the Property, including but not limited to utility charges, maintenance charges, and charges under the Contracts (but excluding any such charges paid or payable directly by Tenants to parties other than Contributor), shall be prorated as of Closing Date. Contributor and Company shall cooperate to arrange for final utility readings as close to the Closing Date as possible and the issuance of a final ▇▇▇▇ to Contributor with Company being designated the billing party in lieu of Contributor for all utilities that may be in the name of Contributor from and after the Closing Date. Contributor shall be entitled to retain any deposits of Contributor held by utility companies with respect to the Property. (d) Contributor shall be entitled to receive and retain all amounts payable by Tenants as estimated payments for Real Estate Taxes, operating expenses and other pass-through items through the Closing Date. On or before the date that is three (3) days prior to the Closing Date, Contributor shall provide Company with an operating expense statement setting forth above(i) the actual costs incurred by Contributor for Real Estate Taxes, operating expenses and other pass-through items during Contributor’s period of ownership that are reimbursable to Contributor, as landlord, by Tenants under the Leases for calendar years 2015 and 2016 (collectively, the “Reimbursable Expenses”); (ii) the Tenant reimbursements for such amounts actually paid to Contributor by Tenants for calendar years 2015 and 2016 (“Actual Tenant Reimbursements”); and (iii) a reconciliation of the difference between the two (i.e., establishing that the Reimbursable Expenses were either more or less than the Actual Tenant Reimbursements). Company shall be responsible for calculating the year-end reconciliations of Tenant reimbursements of such amounts for calendar year 2016 and shall deliver such calculations to Contributor no later than April 1, 2017. Any amount due Contributor pursuant to the foregoing calculations (in the event the Actual Tenant Reimbursements are less than the Reimbursable Expenses) or Company (in the event the Actual Tenant Reimbursements are more than the Reimbursable Expenses), as the case may be, shall be paid by Company to Contributor or by Contributor to Company, as the case may be, on or before April 30, 2017. Company shall use good faith, commercially reasonable efforts to collect any additional Tenant reimbursements due from Tenants; provided, however, that Company shall not be required to ▇▇▇ any rent received Tenant for such amount or dispossess any Tenant from its premises. (e) Except as otherwise provided in Section 7.4(b), in the United States case of Americaany Taxes that are imposed on a periodic basis and are payable for any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the Department portion of Homeland Security such Tax which relates to the Tax period (or portion thereof) ending on or prior to the Closing Date (the “Pre-Closing Period”) shall be (i) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts (including sales and Department of Justiceuse Tax), and Internal Revenue Service Department of Treasuryor employment or payroll Taxes, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment the amount of such Tax for the prior month’s outstanding rent dueentire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income, gains or receipts (including sales and use Tax), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the Straddle Period ended on the Closing Date based on an interim closing of the books. In After the event Closing, Contributor shall, be responsible for and shall indemnify the Company (and each of its members) and hold it harmless from and against: (x) all Taxes relating to the Properties for all Pre-Closing Periods, (y) with respect to any prorations made under this Agreement shall prove Straddle Period, all Taxes relating to be incorrect for the Properties attributable to the portion of such Straddle Period that ends on and includes the Closing Date, and (z) any reasonand all Taxes of any Person imposed on any of the Entities or any member of the Entities as a transferee or successor, then any party shall be entitled by contract or otherwise, which Taxes relate to an adjustment to correct event or transaction occurring before the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing. (f) Contributor shall calculate the prorations contemplated by this Section 7.4

Prorations. Escrow Holder will prorate between the parties15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for such items); operating expenses paid by Seller which are reimbursable by the tenants for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received Closing Date, less any amount previously paid by Buyer from a tenant after the tenants; unpaid operating expenses for the period prior to the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application prorated on a "net" basis, as set forth above; and all other 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 transferred hereunder, Buyer shall remit if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller on and Purchaser shall make its own replacement deposits for utilities as may be required by the Final Adjustment respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 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 the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (as defined belowi) that portion of rentals and other tenant charges and additional rents received one year after the Closing Date attributable Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to periods prior Seller Post-Closing Receipts collected in the previous month. Purchaser shall use 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. Within 30 days after the month one-year anniversary of Closingthe Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 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 if attributable not previously delivered to the month of Closing, Seller’s share thereof Seller in accordance with the proration set forth above; providedterms hereof. Purchaser shall provide Seller 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, however, that any rent received Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the United States Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. Escrow Holder The following items relating to the Assets and the ownership and operation of the Generating Assets will prorate between be allocated pro rata per diem for the tax year that includes the date of Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, in Cashthe net amount of all such prorations will be settled and paid as of date of the Closing. At least ninety (90) days prior to date of the Closing, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of the estimated prorations as if the Closing were occurring on such date. If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the Close latest assessed valuation and such Taxes shall be reprorated upon the request of EscrowSeller, an amount calculated on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 1.06. To the extent required by multiplying the Total Sales Percentage by each any approval of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for transfer of the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior FERC project licenses related to the Close of Escrow. All rental payments and other tenant Hydro Units, Seller agrees to pay all annual charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of under such tenant. After application licenses as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate between the partiesSeller and Purchaser agree to prepare a proration schedule of adjustments five (5) business days prior to Closing. For purposes of calculating prorations, Purchaser shall be deemed to be in Cash, title to the Close of EscrowProperty, an amount calculated by multiplying and therefore entitled to the Total Sales Percentage by each income therefrom and responsible for the expenses thereof, for the entire day upon which the Closing occurs. All such prorations shall be made at Closing on the basis of the following: actual number of days of the year and month that shall have elapsed as of the Closing Date. If post-Closing adjustments are required under this Article 7, the amount of such prorations shall be adjusted in cash after Closing, as and when complete and accurate information becomes available. Seller and Purchaser agree to cooperate and use their good faith and diligent efforts to make such adjustments no later than two hundred and seventy (a270) 2012 state, County, city and special district (if any) real property taxes, special days after Closing with respect to taxes and assessments and no later than thirty (30) days after the Closing with respect to other prorated amounts, or as soon as is reasonably practicable if and to the extent that the required final proration information is not available within such period. Items of income and expense for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close Closing Date will be for the account of EscrowSeller and items of income and expense for the period on and after the Closing Date will be for the account of Purchaser, all as determined by the accrual method of accounting, subject to the provisions hereof. All rental payments and Bills received after Closing that relate to expenses incurred, services performed or other tenant charges and additional rents received by Buyer from a tenant after amounts allocable to the period prior to the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, paid by Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which canamounts not so paid by Seller may be finally prorated because set off against amounts (if any) otherwise due Seller hereunder. The obligations of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items parties pursuant to be adjusted are not determinable at Closing (includingthis Section 7.1, but not limited toincluding Sections 7.1.1 through 7.1.5, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged merge into any instrument documents of conveyance delivered at Closing.

Prorations. Escrow Holder will prorate between the parties12.1. All Rents (exclusive of delinquent rents, in Cashbut including prepaid rents), expenses, taxes, water and sewer rents, or similar charges of fees, are to the Close be adjusted as of Escrow, an amount calculated by multiplying the Total Sales Percentage by each midnight of the following: (a) 2012 state, County, city day of Closing. Real and special district (if any) real personal property taxes, special taxes general and assessments for the Project based on the latest information available special, are to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior be adjusted according to the Close certificate of Escrowtaxes issued by the taxing authority, and Purchaser shall assume charges therefor accruing from and after Closing. 12.2. All rental payments contracts and other tenant charges and additional rents received by Buyer from a tenant after agreements relative to the operation, servicing and/or maintenance of the Property to be assigned to Purchaser or terminated (to the extent the term extends beyond the Closing Date Date) shall be adjusted between the parties as of midnight of the day of Closing. 12.3. Purchaser shall have no obligation to collect any past-due rents except that Purchaser shall use commercially reasonable efforts to collect delinquent rents and promptly reimburse Seller for such past-due rents when, as and if collected,net of costs of collection. Monies received from delinquent tenants after Closing by Purchaser shall be applied first as follows: (1) first, pro rata to collection Purchaser and Seller for the month the Closing takes place; (2) second, to Purchaser in an amount equal to all rentals due from such tenants accruing after Closing; (3) third, to costs of collection; and then (4) fourth, to Seller in an amount equal to any remaining unpaid rental arrearages owed by such tenants to Seller as of the most recently Closing Date. 12.4. At Closing, Seller shall deliver to Purchaser, or make appropriate adjustments for, all tenant security deposits and the like, together with statutory or contractual interest owed to tenants, together with a detailed statement of the security deposits and all such accrued obligation interest held for the account of each tenant. Purchaser shall receipt for the same and shall indemnify, defend and save Seller harmless from and against any claims relating to Purchaser's application or holding of such tenantdeposits and interest, which Seller has delivered or for which an adjustment has been made at Closing,from and after Closing. After Seller shall indemnify, defend and save Purchaser harmless from and against any claims relating to Seller's application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion or holding of rentals such deposits and other tenant charges and additional rents received after the Closing Date attributable to periods interest prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate between the parties(A) Rents, in Cashincluding, to the Close of Escrowwithout limitation, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 statepercentage rents, County, city and special district (if any) , and any additional charges and expenses payable by tenants under Leases, all as and when actually collected; real property taxes, special taxes and assessments for due and payable in the Project based year in which the Closing occurs (without regard to the date levied, assessed or accrued and without regard to any fiscal year) (provided there shall be no proration of delinquent rents to Seller until such delinquent rents are collected); water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the latest information available basis of the period covered); maintenance charges and amounts payable under reciprocal easement agreements and other recorded documents; vending machine and paper recycling income; and any other income and expenses of the operation and maintenance of the Property (including, without limitation, expenses prepaid by Seller and expenses already paid by Seller but which are being amortized over time by Seller and with respect to Escrow Holder which Seller shall receive a credit at Closing in the amount of 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., $4,205,805 real property taxes Buyer is entitled to the income and responsible for the 2012 tax year calculated using expenses of the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011day of Closing), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion basis of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth abovea 365-day year; provided, however, that any real estate taxes payable directly by tenants to the governing taxing authorities or reimbursable by tenants after Closing 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 7.2. All rents and other sums collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant or other payor shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant or other payor is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the United States of Americatenant's premises, the Department of Homeland Security and Department of Justicesuch payment shall be so applied. If there is no such designation or if not so readily ascertainable, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms any payment received after Closing shall be deemed a payment due after the Closing until the tenant or other payor is current in its post-Closing obligations, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller but shall not be payment required to initiate litigation or terminate any lease. Seller retains the right to 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 sue for collection. Without intending to limit the generality of the ▇▇▇egoing, Buyer and Seller acknowledge and agree that certain rental payments by the tenants 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, 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). 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. The amount of any cash security deposits held by Seller under Leases (plus any interest thereon accrued prior month’s outstanding rent due. In to the event any prorations made under this Agreement date of Closing, if required by law or contract) shall prove to be incorrect for any reason, then any party credited against the Purchase Price (and Seller shall be entitled to an adjustment retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to correct the sameProperty to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Any item which Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing. At Closing, Seller shall transfer to Buyer all non-cash security deposits and deliver to Buyer all necessary consents to such transfers (or as soon as reasonably practicable after Closing, if the procedures for such transfer reasonably require a delay in transfer until after the Closing). Between the date of Closing and until such transfer takes place, Seller agrees to hold any such non-cash security deposit for the benefit of Buyer. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be finally prorated because 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 unavailability of information Closing Date, then the same shall be tentatively prorated 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 the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment such subsequent proration(s) or credits shall be made subsequent pay said sum to the Closing other party within thirty (30) days following thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the "Money Rates" column or section of THE WALL STREET JOURNAL as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (net of third party costs incurred in obtaining such refund) shall be paid to the 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. The preceding sentence shall survive Closing. (B) The cost of the owner's policy of title insurance and all other title charges (including the cost of any extended coverage, endorsements and reinsurance or co-insurance charges) and the cost of the Survey shall be paid one-half by Seller and one-half by Buyer. Seller and Buyer shall each pay one-half of the state deed tax in connection with recording the deed and all recording fees. Any closing escrow fees and other closing charges of the Title Company shall be split equally between Seller and Buyer. Buyer shall be solely responsible for any and all costs and expenses pertaining to its financing of the Property (although Buyer obtaining any financing is not a condition to its obligations hereunder), including, without limitation, loan title policies, 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. (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 determination amount of 2012 taxes percentage rent is determined, the parties shall reprorate, and assessments for the Project party owing the other shall promptly remit the amount owed no later than fifteen (15) days after the “Final Adjustment Date”). reproration is determined. (D) The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder Section 8.5 shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate At each Closing, the following shall be apportioned and adjusted between each Contributor, on the partiesone hand, and the New Company, on the other hand, as of 11:59 p.m. (Eastern Standard Time) as of the last day of the calendar month immediately preceding the month in Cashwhich the applicable Closing occurs (the “Prorations Date”), with the Contributor responsible for matters relating to its Contributed Properties for the period prior to the Close of EscrowProrations Date, an amount calculated by multiplying and the Total Sales Percentage by each of New Company responsible for matters relating to such Contributed Properties from and after the following: Prorations Date, except as otherwise specified: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges rents and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs under or in respect of Tenant Leases, as, when and then to the most recently accrued obligation of such tenant. After application as set forth aboveextent actually collected, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available period for which payable under the applicable Tenant Lease and re-prorated when apportioned on the information is availablebasis of the actual number of days in such period, along with security, pet, key and any other deposits held by the landlord under the Tenant Leases; (b) any real property taxes, water and sewer rents and charges; any tax credit or refund collected as a result of any real property tax appeal; vault taxes or charges, elevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period. If any items actual tax bills are not available, taxes shall be apportioned based on the most recent tax bills available, with a post-Closing adjustment to be adjusted are not determinable at made as soon as tax bills for the fiscal year during which the Closing occurs become available; (includingc) subject to Section 4.5, but not limited toelectric, items set forth gas, steam and other public utility charges for services furnished to the Contributed Properties, on the basis of the actual number of days in this Article 5), any period covered by the adjustment charge being apportioned (except that no apportionment shall be made subsequent for any of such items as are furnished and charged by the applicable utility company directly to tenants under the Tenant Leases); (d) all charges under the Contracts, on the basis of the actual number of days in any period covered by the charge being apportioned. The Tarragon Contributors with respect to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 Tarragon Properties, and the obligations Northland Contributors with respect to the Northland Properties shall bear the cost of Sellers all installments or amounts of items which are being apportioned under this Section which became due and Buyer hereunder shall survive payable prior to the Closing Prorations Date; and (e) such other items as are customarily apportioned between sellers and shall not be deemed merged into any instrument delivered at Closingpurchasers of real properties of a type similar to the Contributed Properties.

Prorations. Escrow Holder will prorate All revenues, income, receiv- a▇▇▇▇, costs, expenses and payables of the Property shall be apportioned equitably between the parties, in Cash, to the Close parties as of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data actual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportionment is provided, then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment apportionment of such item shall be made subsequent in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the Closing within thirty following items shall be so apportioned: (30i) days following the final determination Monthly rents and percentage rent and "passthroughs" of 2012 real estate taxes and assessments for the Project (the “Final Adjustment Date”)operating expenses due from occupancy tenants under Tenant Leases, as and when collected. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the If at Closing and there are any past due rents or charges owed by occupancy tenants, they shall not be deemed merged prorated until received; Purchaser shall include such delinquencies in its normal billing and shall 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 Tenant Lease). 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 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 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 instrument delivered 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 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). 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 lease entered into on or after the Closing Date. (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 transfer all such utility services to its name and 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 management and operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums.

Prorations. Escrow Holder will prorate between It is acknowledged that the partiesLessee, in Cashas lessee under the Property Lease, shall continue to operate the Close of EscrowProperty from and after Closing and, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 statepursuant to said Property Lease, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment all revenues generated from, and shall be obligated to correct pay all taxes and expenses (including all rental due under the same. Any item which cannot be finally prorated because Ground Lease) relating to, the Property from and after Closing and during the entire term of the unavailability Property Lease (subject, however, to payment of information the various rentals otherwise described in said Property Lease). As a result of the foregoing, there shall be tentatively prorated on no proration, at Closing, of any revenue, tax or expense items hereunder. However, for purposes of determining "Additional Rent" due and owing under the basis of Property Lease for the best data then available and re-prorated when year in which the information is available. If any items Closing Date (i.e., the "Commencement Date" under the Property Lease) occurs, the parties agree as follows: (a) All revenue received by Seller that relates to be adjusted are not determinable at time periods after the Closing (Date, including, but not limited to, items set forth in this Article 5)deposits, the adjustment advance registration and other fees previously received by Seller, rents, membership dues, 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 made subsequent deemed "Golf Course Revenue" or "Other Revenue" (as the case may be) under the Property Lease, attributable to periods following the Commencement Date of the 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 operation of the Property prior to the Closing within thirty Date and not otherwise provided for in this Section 10.2 or elsewhere in this Agreement, shall remain the property of Seller (30"SELLER'S RECEIVABLES") days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into "Golf Course Revenue" or "Other Revenue" under the Property Lease attributable to any instrument delivered at Closingperiod falling within the term of the Property Lease. It is acknowledged that the Lessee, as lessee under the Property Lease, shall continue to attempt to collect Seller's Receivables following the Closing Date. Regardless of payee designation, all payments received following the Closing Date by the Lessee, as lessee under the Property Lease, from any club member who has an outstanding Seller's Receivables shall be presumed to be payments in respect to the currently due charges, and thereafter to outstanding Seller's Receivables in the inverse order of maturity.

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the partiesamount of 6%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, in Cashif any, to for such items) and taking into account the Close full discount available for payment of Escrowreal estate taxes which remain unpaid; 100% of operating expenses which are reimbursable by Eckards, an amount calculated 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 multiplying the Total Sales Percentage by each balance of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments tenants for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of Escrow. All rental payments Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other tenant charges similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and additional rents received by Buyer from a tenant after credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available 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 re-prorated when including the information is available. If any items Closing Date after the payment to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment Purchaser of all current basis rent shall be made subsequent to the deemed a "Post-Closing within thirty Receipt" until such time as all such indebtedness is paid in full. Within ten (3010) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the final determination Closing Date, Purchaser shall deliver to Seller a reconciliation statement of 2012 taxes 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 assessments not previously delivered to Seller in accordance with the terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the 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, if the additional Post-Closing Receipts equal an amount greater than $5,000, the cost of performing Seller's audit. Seller retains the right to bring suit for the Project (the “Final Adjustment Date”)collection of delinquent rent against any tenant owing more than $5,000 of delinquent rent to Seller. The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and the delivery and recording of the deed. 12.3. Percentage rent payable under the leases shall not be deemed merged into 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 instrument delivered at ClosingPercentage 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. Escrow Holder will prorate between the parties12.1. Rents (exclusive of delinquent rents, in Cashbut including prepaid rents); prepaid associations dues, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) ; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes, special taxes and installments of special assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided which are due in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after year in which the Closing Date occurs; and other similar items shall be applied first to collection costs adjusted ratably as of 11:59 p.m. on the Closing Date, and then credited against the balance of the cash due at Closing. Assessments payable in installments which are due in years subsequent to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after year in which the Closing Date attributable occurs shall be paid by Purchaser. If the amount of any of the items to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americabe prorated is not then ascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available 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 re-prorated when assumed by Purchaser and credited to Purchaser at Closing. 12.2. All rent paid following the information Closing Date by any tenant of the Property who is available. If indebted under a lease for basic rent for any items period prior to be adjusted are not determinable at and including the Closing (includingDate, but not limited toafter the payment to Purchaser of all current basic rent, items set forth in this Article 5), the adjustment shall be made subsequent 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 (but in no event will be obligated to 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 reasonable out-of-pocket costs incurred in so collecting such Post-Closing Receipts. Within 120 days after the Closing within thirty (30) Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days following after the final determination Closing Date. Upon the delivery of 2012 taxes the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and assessments for not previously delivered to Seller in accordance with the Project (terms hereof. Seller retains the “Final Adjustment Date”)right to conduct an audit, 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 and the confirmation thereof by Purchaser, Purchaser shall pay to Seller said additional Post-Closing Receipts. The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the Deed.

Prorations. Escrow Holder will prorate between (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the partiesday preceding the Closing Date (the "Proration Time"), the following (collectively, the "Proration Items"): (i) Rents, in Cashaccordance with Section 10.4(b) below. (ii) In the event that there shall be any expenses attributable to the operation, maintenance or ownership of the Property that are not paid directly by the Tenant under the Lease ("Other Proration Items"), then Seller will be responsible for the amounts thereof relating to the period up to and including the Closing Date, and Purchaser will be responsible for the amounts thereof relating to the period after the Closing Date. Accordingly, to the Close of Escrowextent that Seller prepaid for any Other Proration Items that are attributable to the period after the Closing Date, an amount calculated by multiplying Seller will receive a credit therefor at Closing. Conversely, at Closing, to the Total Sales Percentage by each of extent that Seller has not yet paid for any Other Proration Items that are attributable to the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based period on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate or prior to the Close Closing Date, then Purchaser shall receive a credit for such Other Proration Items and shall pay such expenses when due, or, if past-due at Closing, within seven (7) days after Closing. Seller will be charged and credited for the amounts of Escrowall 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. All rental payments The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and other tenant charges and additional rents received by Buyer from a tenant after submitted to Purchaser prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be applied first to collection costs signed by Purchaser and then to the most recently accrued obligation of such tenantSeller. After application as set forth above, Buyer The prorations shall remit be paid at Closing by Purchaser to Seller on (if the Final Adjustment Date prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of AmericaDate, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall prorations will be made subsequent 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 the Closing within thirty (30) days following the final determination of 2012 taxes insurance premiums, and assessments for the Project (the “Final Adjustment Date”)Seller's insurance policies will not be assigned to Purchaser. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall 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 (as defined below in this paragraph) previously paid to or collected by Seller and shall 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 building operation and maintenance costs and expenses and real estate taxes as provided for under the Lease, to the extent the same exceeds any expense stop specified in the Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property or office park association dues, and other sums and charges payable by the Tenant under the Lease. 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 deemed merged into prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any instrument delivered at 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 the Tenant. Seller reserves the right to pursue a collection action against the Tenant for Delinquent Rental; provided, however, in no event may Seller seek to terminate the Lease or Tenant’s occupancy thereunder or threaten to do so. All sums collected by Purchaser from and after Closing from the Tenant will be applied first to amounts due from the Tenant for the month of Closing, then to current amounts due subsequent to Closing, then to amounts owed by the Tenant to Seller. Purchaser and Seller shall promptly remit to the other any sums received by either party that are due to the other pursuant to this Section 10.4(b).

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes and other similar items shall be adjusted ratably as of 11:59 p.m. on the partiesClosing Date, and credited against the balance of the cash due at Closing. Assessments payable in Cash, installments which are due subsequent to the Close Closing Date shall be paid by Purchaser. If the amount of Escrow, an amount calculated by multiplying the Total Sales Percentage by each any of the following: (a) 2012 stateitems to be prorated is not then ascertainable, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based adjustments thereof shall be on the latest information available basis of the most recent ascertainable data. All prorations will be final except as to Escrow Holder (i.e., $4,205,805 real property taxes 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 the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate basic rent for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to and including the Close of EscrowClosing Date shall be deemed a "Post-Closing Receipt" until such time as all such indebtedness is paid in full. All rental rent payments and other tenant charges and additional rents received by Buyer from a tenant after tenants following the Closing Date shall be applied first to collection costs against such tenant's current rent obligation accruing from and after the Closing Date, and then applied to delinquent rents as provided in the most recently accrued obligation of such tenantpreceding sentence. After application as set forth aboveWithin 120 days after the Closing Date, Buyer Purchaser shall remit deliver to Seller on a reconciliation statement of Post-Closing Receipts through the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received first 90 days after the Closing Date attributable and shall deliver to periods prior Seller any Post-Closing Receipts, less reasonable collection costs, if any, to the month of Closing, Purchaser to procure such Post-Closing Receipts owing to Seller and if attributable not previously delivered to the month of Closing, Seller’s share thereof Seller in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed terms hereof. Upon delivery to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because Seller of the unavailability Post-Closing Receipts reconciliation statement and payment of information shall be tentatively prorated on any Post-Closing Receipts due to Seller from receipts through the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) first 90 days following the final determination Closing Date, Purchaser shall have no further obligation to Seller for payment of 2012 taxes any Post-Closing Receipts. Seller retains the right to conduct an audit, at reasonable times and assessments for upon reasonable notice, of Purchaser's books and records to verify the Project (accuracy of the “Final Adjustment Date”)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 the cost of performing Seller's audit if such additional funds owed to the Seller exceed 25% of the total Post-Closing Receipts previously paid to Seller. The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate 5.4.1 The following shall be prorated between the parties, in Cash, to Sellers and Purchaser as of 12:01 a.m. on the Close of Escrow, an amount calculated by multiplying Closing Date (on the Total Sales Percentage by each basis of the following: actual number of days elapsed over the applicable period regardless when payable): (a) 2012 state, County, city and special district (if any) All real property estate taxes, special 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 Sellers 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 Project based on current period shall be prorated (with Purchaser assuming the latest information available obligation to Escrow Holder (i.e., $4,205,805 real property taxes for pay any installments due after the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011Closing Date), . (b) rental paymentsSubject to this Section 5.4.1(b), other revenues all fixed rent and expenses and (c) any other regularly scheduled items Seller and Buyer mutually instruct Escrow Holder to prorate prior to of additional rent under the Close of Escrow. All rental payments Leases, and other tenant charges if, as and additional rents received by Buyer from when received. Sellers shall deliver or provide a tenant 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”), the applicable 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 Sellers. Purchaser will not receive a credit against the Purchase Price for the Non-Cash Security Deposits. 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 to collection costs and then toward the rents for the month in which the Closing occurs, second to the most recently accrued obligation of such tenant. After application as set forth aboverents that shall then be due and payable to Purchaser, Buyer shall remit and third to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional any delinquent rents received after the Closing Date attributable to periods prior owed to the month of Closingapplicable Seller, and if attributable to the month of Closing, with such Seller’s share thereof being held by Purchaser in accordance with trust for such Seller and promptly delivered to such 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 the proration set forth aboveapplicable Seller is entitled to receive a share of charges or amounts without first obtaining such Seller’s written consent, which consent may be given or withheld in such Seller’s sole and absolute discretion. Sellers hereby reserve the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to a 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 any rent received from Sellers shall not be entitled to exercise such right until the United States expiration of America, the Department six (6) month period following the Closing. Delivery of Homeland Security the Assignment and Department Assumption of JusticeLeases shall not constitute a waiver by Sellers of such right, and Internal Revenue Service Department such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of Treasurybusiness, Bureau 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 Alcoholany kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Tobacco and Firearms Sellers shall retain all rights relating thereto. Any rents received by Sellers applicable to the period after the Closing shall be deemed promptly remitted to be 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 the applicable 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 prior monthClosing Date, divided by the total number of days in such Percentage Rent Year. If a Seller has received payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of such Seller’s outstanding rent dueshare as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event any prorations made 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 this Agreement the Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Leases and provide the applicable Seller with the 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 prove ▇▇▇▇ the appropriate amounts to be incorrect for any reason, then any party shall be entitled such tenants in accordance with the terms of their leases and remit to an adjustment to correct the applicable Seller 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 the applicable Seller an invoice from Purchaser together with evidence reasonably satisfactory to such Seller indicating that such sums are due to such tenants. The applicable Seller shall pay Purchaser such Seller’s prorata share of the amounts due to such tenants within thirty (30) days of Purchaser’s demand, provided that such 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, a Seller has received additional rent payments in excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall 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 Assumption of Contracts. (f) Any item prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (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 the applicable 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 Sellers pursuant to the Assignment and Assumption of Leases. (k) Taxes payable by Sellers 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. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be finally prorated apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be tentatively prorated on apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the best data then available 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 re-any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be prorated when at the information Closing shall include a credit to Sellers for costs and expenses incurred by Sellers in connection with any new Leases or modifications to 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 expiration of the Due Diligence Period. Sellers shall be responsible for those leasing costs set forth on Exhibit E and all other brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the 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 time Purchaser approves (or is availabledeemed to have approved) such new leases, or any such Lease extensions, renewals or expansions (collectively, “Purchaser Leasing Costs”). If at the Closing any Seller has paid any Purchaser Leasing Costs, the prorations at the Closing shall include an appropriate credit to Sellers. If at the Closing there remain unpaid Seller Leasing Costs, Purchaser shall expressly assume the responsibility to pay such unpaid Seller Leasing Costs, and the prorations at the Closing shall include an appropriate credit to Purchaser. The Seller Leasing Costs set forth on Exhibit E include the estimated cost of tenant improvement work to be performed by or on behalf of the landlord pursuant to those certain contracts, each dated December 1, 2011 between One/Two Seller and Pacific Builders Inc. (the “Existing Construction Contracts”) for improvements in and around the respective premises occupied by ▇▇▇▇, ▇▇▇▇▇▇▇ and Associates, Dental Community Management, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Family Legacy Trust, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the “Current Work”). Buyer acknowledges that Seller is currently negotiating additional contracts (the “Prospective Construction Contracts” and together with the Existing Construction Contracts, collectively, the “Construction Contracts”) for work to be performed in and around the respective premises occupied by Goranson, Bain, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, L.L.C., LiquidAgents, LLC, and Lifeway Financial Corporation (the “Prospective Work” and together with the Current Work, collectively, the “TI Work”), the estimated cost of which is also reflected in the Seller Leasing Costs set forth on Exhibit E. Notwithstanding anything to the contrary herein (including, without limitation Section 7.2.2) Buyer hereby approves the Prospective Construction Contracts to be entered into by Seller prior to the Closing. If any items of the TI Work is not completed prior to the Closing, Buyer shall be adjusted are not determinable entitled to a credit at Closing (includingin the amount of the unpaid remaining TI Work pursuant to this Section 5.4.3, but not limited toand Purchaser shall assume the applicable Construction Contract(s) as of the Closing Date. 5.4.4 As provided in Section 11.1.2, items set forth in this Article 5), the adjustment Sellers shall be made subsequent responsible for paying all fees, costs or commissions owing to the Closing within thirty Broker (30as defined in Section 11.1.2) days following with regard to the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). transactions contemplated by this Agreement. 5.4.5 The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder Section 5.4 shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateFor purposes of determining the Purchase Price, County, city personal property and special district (if any) real property taxesTaxes, special taxes fees with respect to any Transferable Permits, rents under any leases of real or personal property, or other similar expenses, that are not due or assessed until after the Effective Time but which are attributable in whole or in part to any period commencing prior to the Effective Time, and assessments for any other amounts that by the Project based on terms of this Agreement are to be allocated between the latest information available Parties, will be prorated as of the Effective Time, with Seller liable to Escrow Holder (i.e.the extent such items relate to any period prior to the Effective Time, $4,205,805 real property taxes for and Buyer liable to the 2012 tax year calculated using extent such items relate to any period from and after the total assessed value provided Effective Time. If the actual amounts to be prorated are not known, Seller shall include an itemized estimate in the 2012 First Pass Assessment (i.e.Closing Adjustment Statement based upon the most recent available rates, $25,953,750) assessments, valuations, or other data, and the effective tax rate for 2011)Parties shall adjust the amounts paid at Closing to reflect such prorations. Any prorations shall be made so as to avoid duplication of any amounts, and will be adjusted to properly take into account any amounts thereof used in determining the Purchase Price. (b) rental paymentsThe proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, and will provide Seller with all documentation relating to such recalculations, including tax statements and other revenues and expenses and (c) notices from third parties. The Parties will make such payments to each other as are necessary to reconcile any other items estimated amounts prorated as of the Effective Time with the final amounts to be prorated. Seller and Buyer mutually instruct Escrow Holder ▇▇▇▇▇ agree to prorate prior to the Close of Escrow. All rental payments furnish each other with such documents and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall records as may be applied first reasonably requested in order to collection costs and then confirm all proration calculations made pursuant to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingSection 3.4.

Prorations. The following prorations shall be 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 will prorate between the partiesshall deliver to Seller and Buyer a tentative proration schedule setting forth a preliminary determination. 5.2.1 Rentals, in Cashprepaid rentals and prepaid payments (and all accrued interest thereon, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes(collectively, special "Rent") shall be prorated on the 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 Closing which is allocable to the period prior to the Closing. 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 Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close Property. 5.2.3 Any adjustments or prorations not finally determined or agreed upon as of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first paid by Buyer to collection costs 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 then to the most recently accrued obligation of such tenant. After application as set forth aboveoperating expenses (collectively, "CAM Charges"), Buyer shall remit 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 Final Adjustment Date (as defined below) that portion actual amount of rentals and other tenant charges and additional rents such items charged to or received after by the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment parties for the prior month’s outstanding rent dueyear or other applicable fiscal period. In The parties shall make the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing appropriate adjusting payment between them within thirty (30) days following 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 final determination 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 2012 taxes Phoenix), and assessments 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 Project (the “Final Adjustment Date”month of March 2000). The provisions of this Article 5 and the obligations of Sellers and Seller represents to Buyer hereunder that Seller shall survive the not dissolve or otherwise cease conducting business within one year after Closing and shall not 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 deemed merged into any instrument delivered prorated or allocated under this Agreement in connection with the Closing, which books and records shall be made available for inspection and copying upon reasonable notice during ordinary business hours. Any such inspection shall be at Closingreasonable intervals and at the inspecting party's sole cost and expense.

Prorations. Escrow Holder will prorate All revenues, income, receivables, costs, expenses and payables of the Property shall be apportioned equitably between the parties, in Cash, to the Close parties as of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data actual 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 available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment apportionment of such item shall be made subsequent in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the Closing within thirty following items shall be so apportioned: (30i) days following the final determination Monthly rents and percentage rent and "passthroughs" of 2012 real estate taxes and assessments for the Project (the “Final Adjustment Date”)operating expenses due from occupancy tenants under Tenant Leases, as and when collected. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the If at Closing and there are any past due rents or charges owed by occupancy tenants, they shall not be deemed merged prorated until received; Purchaser shall include such delinquencies in its normal billing and shall 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 Tenant Lease). 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 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 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 instrument delivered 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 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). 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 lease entered into on or after the Closing Date. (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 transfer all such utility services to its name and 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 management and operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums.

Prorations. Escrow Holder will prorate 5.4.1 The following shall be prorated between Seller and Purchaser as of 12:01 a.m. on the parties, in Cash, to Closing Date (on the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each basis of the following: actual number of days elapsed over the applicable period regardless when payable): (a) 2012 state, County, city and special district (if any) All real property estate taxes, special 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 Project based on current period shall be prorated (with Purchaser assuming the latest information available obligation to Escrow Holder (i.e., $4,205,805 real property taxes for pay any installments due after the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011Closing Date), . (b) rental paymentsSubject to this Section 5.4.1(b), other revenues all fixed rent and expenses and (c) any other regularly scheduled items Seller and Buyer mutually instruct Escrow Holder to prorate prior to of additional rent under the Close of Escrow. All rental payments Leases, and other tenant charges if, as and additional rents received by Buyer from when received. Seller shall deliver or provide a tenant 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 Purchase Price for the Non-Cash Security Deposits. 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 to collection costs and then toward the rents for the month in which the Closing occurs, second to the most recently accrued obligation of such tenant. After application as set forth above, Buyer rents that shall remit then be due and payable to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of ClosingPurchaser, and if attributable third to the month of Closingany delinquent rents owed to Seller, with Seller’s share thereof being held by Purchaser in accordance with 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 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 proration set forth aboveright 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 any rent received from Seller shall not be entitled to exercise such right until the United States expiration of America, the Department six (6) month period following the Closing. Delivery of Homeland Security the Assignment and Department Assumption of JusticeLeases shall not constitute a waiver by Seller of such right, and Internal Revenue Service Department such right shall survive the Closing. Purchaser shall ▇▇▇▇ and attempt to collect such delinquent rent in the ordinary course of Treasurybusiness, Bureau 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 Alcoholany kind respecting tenants who are no longer tenants of the Property as of the Closing Date, Tobacco and Firearms Seller shall retain all rights relating thereto. Any rents received by Seller applicable to the period after the Closing shall be deemed promptly remitted to be 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 prior monthClosing 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 outstanding rent dueshare as calculated as set forth above in this Section 5.4.1(c), it shall promptly pay such excess to Purchaser. In the event any prorations made 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 this Agreement 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 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 prove ▇▇▇▇ the appropriate amounts to be incorrect for any reason, then any party shall be entitled such tenants in accordance with the terms of their leases and remit to an adjustment to correct Seller 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 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 excess of the amount that the tenants would be required to pay, based on the actual Expenses as of the Closing, Purchaser shall 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 Assumption of Contracts. (f) Any item prepaid items, including, without limitation, fees for licenses which are transferred to Purchaser at the Closing and annual permit and inspection fees. (g) Utilities, including, without limitation, telephone, steam, electricity and gas, on the basis of the most recently issued bills therefor, subject to adjustment after the Closing when the next bills are available, or if current meter readings are available, on the basis of such readings. (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. This provision shall survive the Closing. (a) Intentionally deleted. (b) If any of the items described in Section 5.4.1 hereof cannot be finally prorated apportioned at the Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be tentatively prorated on apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that (i) with the exception of any item required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one hundred eightieth (180th) day after the Closing Date and (ii) with respect to the items required to be apportioned pursuant to Section 5.4.1(a), (b) or (g), neither party shall have the right to request apportionment or reapportionment of any such item at any time following the one (1) year anniversary of the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the best data then available 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 re-prorated when any discrepancy resulting from such recomputation and any errors or omissions in computing apportionments at Closing shall be promptly corrected and the information is available. If any items proper party reimbursed, which obligations shall survive the Closing. 5.4.3 Items to be adjusted are not determinable prorated at the Closing (including, but not limited to, items shall include a credit to Seller for costs and expenses incurred by Seller in connection with any new Leases or modifications to 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 Article 5)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 shall be responsible for all brokerage and leasing commissions and tenant improvement costs for the initial term of all Leases entered into prior to the 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 adjustment shall be made subsequent term of such Lease, extension, renewal or expansion and the regularly scheduled payment of rent commences prior to the Closing within thirty date of this Agreement (30) days following the final determination of 2012 taxes and assessments for the Project (the collectively, “Final Adjustment DateSeller 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 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 the Closing 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 such unpaid Seller Leasing 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 amount of $2,600,000. 5.4.6 The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder Section 5.4 shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close Purchaser and Seller shall apportion as of Escrow, an amount calculated by multiplying the Total Sales Percentage by each midnight of the following: (a) 2012 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, Countycounty, city school, ad valorem taxes and special district (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 any) real property taxesthe current tax ▇▇▇▇ was not been received by the date of the Closing, special either party may demand after the date of Closing, that such taxes and assessments for the Project be reprorated based on the latest information available actual ▇▇▇▇ and shall be entitled to Escrow Holder (i.e.receive upon demand, $4,205,805 real property taxes 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 2012 tax basis of the fiscal year calculated using the total assessed value provided set forth in the 2012 First Pass Assessment (i.e.Tenant’s Lease. To the extent that Seller or Purchaser receives any base rent, $25,953,750) and the effective tax rate for 2011), (b) rental payments, percentage rent and/or other revenues and expenses and (c) any additional rent or other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date Closing, the same shall be immediately delivered to Purchaser to be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; providedterms 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 payments under the REA shall be prorated at the Closing effective as of the Closing Date, and appropriate cash adjustments shall be made by Purchaser and Seller. Seller and Purchaser shall prorate public utility charges as of midnight of the 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. At Closing, the GH Reimbursement shall be a credit in favor of Seller. 14.1.5 At Closing, Seller shall pay (or, if Seller has not already paid, shall give Purchaser a credit against the Purchase Price) the amount of all allowances, concessions, inducements and/or landlord improvement work provided for in any of the Leases that were not fully paid or performed, except for the 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 Purchaser’s responsibility following the Closing. 14.1.6 At Closing, in the event any amounts are owing for leasing or brokerage commissions with respect to any of the Leases, whether such 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 assume the obligation to pay to the applicable broker the amount actually received by Purchaser as credit in respect of the commission owing to such broker, except for the commissions due to MCC Realty Management, Inc. pursuant to the Non-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 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, if any, shall be assumed and paid by the Purchaser, except, however, that any rent received from installments which are due and payable in the United States of America, calendar year in which the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms Closing occurs shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingpro rata.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateEach 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). Purchaser shall promptly remit to MobileMedia Communications on behalf of Sellers, Countyall rent and related payments that Purchaser receives or collects from Tenants under the Revenue Leases regarding rent relating to any period (or portion thereof) preceding the Closing Date. Such rent shall include the application of any guarantee payments, city and special district (if any) real property taxesindemnities, special taxes and assessments for the Project based setoffs or similar payments or recoveries that are applied to rent. The parties agree that all such payments received by Purchaser or its representatives from or on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided behalf of a Tenant shall applied in the 2012 First Pass Assessment following order: (i.e.i) first, $25,953,750to 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 (iv) then, to rent coming due more than forty (40) days after such rent receipt date. Notwithstanding the effective tax rate for 2011foregoing provisions of this Section 7.07(a), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder Purchaser shall be entitled to prorate prior to all rent under the Close of Escrow. All Revenue Leases which comprises rental payments and other tenant charges and additional rents received by Buyer from a tenant 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 by payment of an amount equal to any Post-Closing Period Revenue Leases Prepaid Rent. (b) Sellers shall be applied first responsible for paying all rent under the Ground Leases relating to collection costs and then any period (or portion thereof) which ends on or prior to the most recently accrued obligation of such tenantdate immediately preceding the Closing Date. After application as set forth aboveAs applicable, Buyer shall remit with respect to rent under any Ground Lease that has been paid by or for any Seller and which comprises rental payments relating to any period (or portion thereof) on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received or after the Closing Date attributable ("Post-Closing Period Ground Leases Prepaid Rent"), Purchaser shall reimburse Sellers at Closing by payment of an amount equal to periods the amount of any Post-Closing Period Prepaid Ground Lease Rent. (c) Utility charges, personal property taxes, real estate taxes and similar items relating to the 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 month of Closing, date immediately preceding the Closing Date and if attributable Purchaser shall be responsible for all taxes relating to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that Assets regarding any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated period (or portion thereof) on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to or after the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all Tenants' liability, if any, for such items); operating expenses which are reimbursable by the parties, in Cash, Tenants for the period prior to the Close 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 Escrow11:59 p.m. on the Closing Date, an amount calculated by multiplying and credited against the Total Sales Percentage by each balance of the following: (a) 2012 statecash due at 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, Countythe adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to the matters referred to in Paragraph 12.2 below. If the Seller shall have collected from Tenants any payments for utilities, city 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 special district (if any) 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 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 or any utility charges, insurance premiums, real property taxes, special taxes and assessments for the Project based on the latest information available personal property taxes, or operating expenses rebated or refunded relating to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate periods prior to the Close of Escrow. All rental payments and other tenant charges and additional rents Closing Date but received by Buyer from a tenant Purchaser after the Closing Date shall be applied first 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 collection costs and then Seller. Purchaser shall use its best efforts to the most recently accrued obligation of such tenantcollect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received Within 120 days after the Closing Date attributable Date, Purchaser shall deliver to periods prior 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 the month of Closing, Seller any Post-Closing Receipts owing to Seller and if attributable not previously delivered to the month of Closing, Seller’s share thereof Seller in accordance with the proration set forth above; providedterms hereof. Seller retains the right to conduct an audit, howeverat reasonable times and upon reasonable notice, that any rent received from of Purchaser's books and records to verify the United States accuracy of Americathe 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 the Department cost of Homeland Security and Department performing Seller's audit. Paragraph 12.2 of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove 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 be incorrect for any reasonperiods after the Closing Date, then any party the amount of such rebate or refund shall be entitled paid to an adjustment Purchaser, and Purchaser shall indemnify, defend and hold harmless the Seller against the claims of Tenants with respect to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”)such funds. The provisions of this Article 5 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 obligations 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 Sellers which occurs prior to the Closing Date and Buyer hereunder 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 shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateSeller and Purchaser agree to adjust, Countyas of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), city 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 special district any prepaid rents, together with interest required to be paid to Tenants thereon. (if anyiii) real property taxesUtility charges payable by Seller, special taxes including, without limit.ation, electricity, water charges and assessments sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than three (3) Business Days prior to the Closing Date, and a per diem adjustment shall be made for the Project days between the meter reading date and the Closing Date based on the latest information available to Escrow Holder most recent meter reading. (i.e., $4,205,805 real property 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 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrowcalendar year. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after If the Closing Date shall occur before the tax rate is fixed, the apportionment of ad valorem taxes shall be upon the basis of the tax rate for the preceding year applied first to collection costs and then to the most recently accrued obligation latest assessed valuation. If, subsequent to the Closing Date, ad valorem taxes (by reason of change in either assessment or rate or for any other reason) for the Real Property and 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 tenantrecomputation and vice versa. After application Any and all expenses incurred or to be incurred in connection with any real estate tax appeals that are pending at the time of Closing shall be prorated in the same manner as ad valorem taxes set forth above. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, Buyer 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 remit be set forth on a preliminary closing statement to be prepared by Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after submitted to Purchaser prior to the Closing Date attributable (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 periods prior Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the month 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, and if attributable to . If the month actual amounts of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from Proration Items are not known as of the United States of AmericaClosing Date, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall prorations will be made subsequent on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing within thirty (30) days following Date, in which event no proration will be made at the final determination of 2012 taxes Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and assessments Purchaser will be obligated to make its own arrangements for any deposits with the Project (the “Final Adjustment Date”)utility providers. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall 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 and shall attributable to any period following the Proration Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rental, if any, received by Seller after Closing and attributable to any period following the Proration Time. "RENTAL" as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant's proportionate share of building operation and maintenance costs and expenses as provided for under its Lease, to the extent the same exceeds any expense stop specified in such Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable by Tenants under the Leases or from other occupants or users of the Property. Rental is "DELINQUENT" when it was due prior to the Closing Date, and payment thereof has not been made on or before the Proration Time. Delinquent Rental will not be deemed merged into prorated. With respect to Tenants still in occupancy, Purchaser agrees to use commercially reasonable efforts with respect to the collection of any instrument delivered at Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller by any Tenant. With respect to Tenants no longer in occupancy, Seller reserves the right to pursue the collection of Delinquent Rental. All sums collected by Purchaser from and after Closing from each Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below) will be applied first to current Rental (which may include delinquencies owed to Seller for the calendar month of Closing) and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. Escrow Holder Collected Rents and any other amounts (including, without limitation, payment of base rent, ground rent, parking income and reimbursements of Property operating costs) paid by tenants applicable to the month in which the Date of Closing occurs or prepaid by tenants for months after the month in which the Date of Closing occurs shall be prorated as of the Date of Closing and be adjusted against the Purchase Price on the basis of a schedule (the “Rent Schedule”) which shall be prepared by Seller and delivered to Purchaser two (2) business days prior to Closing. The Rent Schedule shall set forth (i) rents and other amounts payable applicable to the month in which the Date of Closing occurs, (ii) rents and other amounts collected by Seller applicable to the month in which the Date of Closing occurs, and (iii) rents and other amounts due but uncollected and applicable to the month in which the Date of Closing occurs, (the latter unpaid obligations being referred to herein as the “Current Delinquencies”), as well as rental and other payment delinquencies (excluding those applicable to the month in which the Date of Closing occurs) which are owed to Seller but uncollected as of the Date of Closing (“Delinquencies”). Purchaser shall receive a credit against the Purchase Price for any cash security and other deposits with respect to the Leases, which deposits are held by Seller and have not been applied or forfeited as of Date of Closing. Such cash deposits will prorate between be kept by Seller. In the partiesevent that any security deposits are in the form of letters of credit or other financial instruments, Seller will, at Closing, assign its interest in such letters of credit or financial instruments to Purchaser, and, following Closing, Seller will cooperate with Purchaser, at no cost to Seller, in Cashorder to cause Purchaser to be named as beneficiary under such letters of credit and other financial instruments to be assigned to Purchaser, to and Purchaser shall not receive a credit against the Close of EscrowPurchase Price for such security deposits. 4.4.1. Vault charges, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e.sewer charges, $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant utility charges and additional rents received operating expenses actually paid or payable by Buyer from a tenant after Seller as of the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable which have not been reimbursed to Seller by tenants, shall be prorated as of the Date of Closing and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Purchaser and Seller shall make a further adjustment for such charges which may have accrued or been incurred prior to the month Date of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, but not collected or paid at that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent duedate. In the event any prorations made under this Agreement shall prove to be incorrect for any reasonaddition, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing i) within thirty (30) days following the final determination Closing Date, Seller shall cause the Manager to complete the tenant expense reconciliations for 2014 and deliver the reconciliation statement to Purchaser, (ii) to the extent the reconciliation statement shows a net amount owed to Seller, Purchaser shall within ten (10) days pay such amount to Seller, (iii) to the extent the reconciliation statement shows a net refund owed tenants, Seller shall within ten (10) days pay such amount to Purchaser, and (iv) Purchaser shall be responsible delivering the reconciliation statements to the tenants and paying to or billing and collecting from the tenants any amounts due to or owing by the tenants as a result of 2012 such reconciliations. Purchaser shall be responsible for completing tenant expense reconciliations for 2015 and paying to or billing and collecting from the tenants any amounts due to or owing by the tenants as a result of such reconciliations. All prorations shall be made on a 365-day calendar year basis, using actual number of days in the month. DAL:0590722/00075:2361764v4 Taxes. Real estate taxes, personal property taxes, special assessments (and installments thereof) and other governmental taxes and assessments charges relating to the Property, including annual or periodic permit fees, (collectively, “Taxes”) payable during the year in which Closing occurs shall be prorated as of the Date of Closing and adjusted against the Purchase Price. If Closing occurs before the actual Taxes payable during such year are known, the proration of Taxes shall be upon the basis of Taxes for the Project Property payable by Seller during the immediately preceding year; provided, however, that if the Taxes payable during the year in which Closing occurs are thereafter determined to be more or less than the Taxes payable during the preceding year (after any appeal of the “Final Adjustment Date”assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than November 15, 2015), except in the case of an ongoing tax protest), shall adjust the proration of Taxes and Seller or Purchaser, as the case may be, shall pay to the other any amount required as a result of such adjustment, and further provided that any reproration of an increase in real estate taxes shall take into account only increases in the tax rate or millage, i.e., any portion of any real estate tax increase attributable to an increase in assessed value shall not be taken into account. The provisions parties shall reasonably cooperate with each other in any efforts to obtain a reduction in real estate taxes assessed against the Property. All refunds or tax savings relating to real estate taxes (a) shall inure to the benefit of this Article 5 Seller if such refunds or tax savings relate to any period for which Seller owned the Property and (b) shall inure to the obligations benefit of Sellers Purchaser if such refunds or tax savings relate to any period for which Purchaser owned the Property; provided, however, each party shall pay its proportionate share of the legal and Buyer consulting fees actually incurred in connection with either party’s application for such refunds and tax savings, which proportionate share shall be based on the amount of tax refunds or tax savings received by each party. This covenant shall not merge with the deed delivered hereunder but shall survive the Closing and shall Closing. If for the current ad valorem tax year the taxable value of the Property is determined by a special appraisal method that allows for appraisal of the Property at less than its market value, the person to whom the Property is transferred may not be deemed merged into any instrument delivered allowed to qualify the Property for that special appraisal in a subsequent tax year and the Property may then be appraised at Closingits full market value. In addition, the transfer of the Property or a subsequent change in the use of the Property may result in the imposition of an additional tax plus interest as a penalty for the transfer or change in the use of the Property. The taxable value of the Property and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the Property is located.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateSeller and Purchaser agree to adjust, Countyas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), city the following (collectively, the “Proration Items”): real estate and special district (if any) real personal property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder year in which Closing occurs, utility bills (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011except as hereinafter provided), collected Rentals (subject to the terms of (b) rental paymentsbelow), other revenues operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed) and expenses and (c) any other items amounts payable under Service Contracts assumed by Purchaser on an accrual basis. Seller and Buyer mutually instruct Escrow Holder to prorate shall pay all amounts due thereunder which accrue prior to the Close of EscrowClosing and Purchaser shall pay all mounts accruing on the Closing Date and thereafter. All rental payments capital and other tenant charges improvements (including labor and additional rents received materials) which are performed or contracted for or by Buyer Seller at or prior to the Closing will be paid by the Seller at or prior to Closing, without contribution or proration from a tenant Purchaser. 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 Date Time. Such preliminary estimated Closing prorations shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth aboveon a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, Buyer shall remit delayed or conditioned) two (2) Business Days prior to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the month Title Company for purposes of Closing, and if attributable making the preliminary proration adjustment at Closing subject to the month 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 Purchase Price at the Closing, Seller’s share thereof in accordance with . If the proration set forth above; provided, however, that any rent received from actual amounts of the United States Proration Items are not known as of Americathe Closing Time, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when prorations will be made on the information is availablebasis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. If any items No prorations will be made in relation to be adjusted are not determinable at Closing insurance premiums (including, but not limited to, items set forth in this Article 5except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser except as otherwise provided in Section 9 above. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the adjustment Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made subsequent by Purchaser and Seller within sixty (60) days after Closing, provided that such reconciliation, as it relates to the Closing real estate taxes shall be made within thirty (30) days following the final determination issuance of 2012 taxes and assessments the tax bills for the Project (Real Property for the “Final Adjustment Date”)year in which Closing occurs. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall Section 10.4 will survive the Closing until the date which is six (6) months following the Closing Date (the “Reconciliation Period”), and in the event any items subject to proration hereunder are discovered within such period, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. Seller and Purchaser, pursuant to RCW 60.80.020(1), hereby waive the services of Title Company in administering the disbursement of closing funds necessary to satisfy any unpaid utility charges. Purchaser shall transfer all utilities at the Property to its name as of the Closing Date, and where necessary, post deposits with the utility companies. Seller shall use commercially reasonable efforts to cause all utility meters to be read as of the Closing Date. Seller shall be entitled to recover any and all deposits held by any utility company as of the Closing Date. All charges for utilities shall be prorated outside of the escrow contemplated herein within sixty (60) days after the Closing Date. All prorations shall be made in accordance with customary practice in the jurisdiction in which the Real Property is located, except as expressly provided herein. Following the Closing, Seller and Purchaser shall reasonably cooperate with each other in order to calculate and determine the correct amount of all prorations required to be made pursuant to this Section 10. (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” as used herein includes fixed monthly rentals, additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, all administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller or its successor by Tenants under the Tenant Leases or from other occupants or users of 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 deemed merged into prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any instrument delivered at ClosingDelinquent Rentals, but Purchaser will have no liability for the failure to collect any Delinquent Rentals payable to Seller 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. All sums collected by Purchaser within one (1) year after Closing from each Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time governed by Section 10.4(c) below and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, which shall be payable to and belong to Seller in all events) 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 such Tenant to Seller. In no event shall Seller initiate litigation or other legal action after the Closing Date to pursue collection of Delinquent Rentals. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser will be promptly remitted to Purchaser.

Prorations. Escrow Holder will prorate between the partiesAll items of income and expense shall be paid, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each prorated or adjusted as of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based close of business on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate day prior to the Close Closing Date (the "Proration Date") in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of Escrow. All rental payments and other tenant charges and additional all rents received by Buyer from a tenant after Seller and attributable to the period commencing on the Closing Date Date, (ii) all unapplied refundable cash security deposits held by Seller and which were made by tenants under all Leases in effect as of the Closing Date, and (iii) all prepaid security deposits for Leases whose terms have not commenced as of the Closing Date. 5.2 All collected rents for the month of Closing shall be applied first to collection costs prorated between Purchaser and then to the most recently accrued obligation Seller based upon their respective days of ownership for such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after month in which the Closing Date occurs. Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Proration Date. 5.3 Purchaser covenants to ▇▇▇▇ tenants on a monthly basis for amounts due from tenants attributable to periods prior to the month Closing for a period of Closing, and if attributable three (3) consecutive months but shall have no obligation to the month enforce collection of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent such past due amounts from or against any tenant. Any amounts received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms tenants after Closing shall be deemed applied on a tenant by tenant basis in the following order: (i) first on account of any amount then due and payable or past-due and payable to Purchaser from such tenant, (ii) next, on account of any amount due Seller from such tenant for the period up to and including the Proration Date and (iii) finally, any balance then remaining to Purchaser. Seller retains the right to pursue its remedies against tenants after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such amounts have not been collected by Purchaser and paid to Seller within three (3) months after such amounts were due and payable to Seller. Any money due to Seller under Section 5.2 or this Section 5.3 shall be remitted to Seller within fifteen (15) days after the end of each month in which Purchaser receives such money. 5.4 Operating expenses, including, without limitation, any prepaid expenses such as permits, licenses and membership dues, shall be prorated between Purchaser and Seller based upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates. 5.5 Real estate taxes shall be prorated on a cash basis, meaning that the real estate tax bills actually paid or to be payment for paid in the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party year of Closing shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated apportioned based on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.the

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district Subject to the provisions of Exhibit E hereto the following shall be apportioned with respect to the Property: (if anyi) real property taxes, special taxes affecting the Realty and assessments personal property taxes affecting the Personalty for the Project based on then current year, as of the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month date of Closing, and if attributable any apportionment of such taxes with respect to a tax year for which either the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed tax rate or assessed valuation or both have not yet been fixed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on upon the basis of the best data then tax rate and/or assessed valuation last fixed; provided that Seller and Purchaser agree that to 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; and (iii) gas, electricity, water, trash disposal and other utility charges. (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 and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth 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 this Article 5), the adjustment shall be made subsequent to the Closing amount of such overpayment within thirty (30) days following after receiving written demand therefor; provided that the party hereto receiving such notice has received sufficient evidence to verify the amount of such overpayment. In the event such party has not received sufficient evidence to verify the amount of overpayment, such party shall be afforded additional time to verify and/or dispute the amount of overpayment, but in no event longer than thirty (30) days after the notice. Notwithstanding the foregoing, such apportionments shall be deemed final determination and not subject to further post-Closing adjustments if no such adjustments have been requested after a period of 2012 taxes and assessments for sixty (60) days after the Project (Closing Date. All other matters with respect to apportionments shall be governed by the “Final Adjustment Date”)Closing Memorandum. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder Section 4.4(b) shall survive Closing. (c) Governmental assessments against the Closing and Realty shall not be deemed merged into any instrument delivered prorated, but such assessments shall be paid in full by Seller at Closingor prior to 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 Closing Date.

Prorations. Escrow Holder will prorate between 5.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the partiestenants), in Cashprepaid rentals and prepaid payments (collectively, "RENT") shall, subject to the Close of Escrowfurther provisions hereof, an amount calculated be prorated on the basis that Buyer shall receive a credit for all security deposits actually held by multiplying Seller and for all Rent which Seller has actually received before the Total Sales Percentage by each Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of the following: Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (aincluding without limitation percentage rent) 2012 stateafter the Closing, CountyBuyer shall promptly pay the same to Seller, city after application of the same to any rent due from the applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of the Closing on the basis of the most recent assessed valuation of and special district rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to 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 (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 Closing (including all supplemental taxes which are allocable to the period after the Closing). 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property closed out effective as of the Closing ▇▇▇▇; if any) real such close-out is not possible, utilities shall be prorated 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, special taxes insurance and assessments for other operating cost pass-throughs payable by Tenants which accrue as of the Project based on Closing Date, but which are not then due and payable (collectively, the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011"OPERATING EXPENSES"), (b) rental paymentsshall not be prorated, other revenues except as herein provided. Buyer shall receive and expenses and (c) retain any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received Operating Expenses paid by Buyer from a tenant Tenants on or after the Closing Date and Seller shall be applied first to collection costs receive and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods retain any Operating Expenses paid by Tenants prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth aboveClosing Date; provided, however, that any rent monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the Closing Date shall be prorated as of the Closing Date. 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 United States period of AmericaSeller's ownership, Seller shall pay Buyer the Department amount of Homeland Security and Department of Justicesuch rebates at Closing, and Internal Revenue Service Department if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to the period of TreasurySeller's ownership, Bureau Buyer shall promptly pay Seller the amount so owed to the landlord upon Buyer's receipt of Alcohol, Tobacco the same (and Firearms Buyer shall be deemed exert diligent good faith efforts to be payment for collect the prior month’s outstanding rent duesame). In the event any Any prorations made under this Agreement shall prove to be incorrect for any reason, then any party based upon monthly amounts shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within based upon a thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of day month; any prorations under this Article 5 and the obligations of Sellers and Buyer hereunder Agreement based upon annual amounts shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingbased upon a 366 day year.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateSeller and Purchaser agree to adjust, Countyas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), city and special district the following (if anycollectively, the “Proration Items”) real estate and personal property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder year in which Closing occurs, utility bills (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011except as hereinafter provided), collected Rentals (subject to the terms of paragraph (b) rental paymentsbelow) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, other revenues actual days elapsed). Seller will be charged and expenses credited for the amounts of all of the Proration Items relating to the period up to and (c) any other items 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 Buyer mutually instruct Escrow Holder submitted to prorate Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Close Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of Escrowmaking the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. All rental payments and other tenant charges and additional rents received The preliminary proration shall be paid at Closing by Buyer from Purchaser to Seller (if the preliminary prorations result in a tenant after 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 Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of AmericaTime, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when prorations will be made on the information is availablebasis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. If any items No prorations will be made in relation to be adjusted are not determinable at Closing insurance premiums (including, but not limited to, items set forth in this Article 5except 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 adjustment Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made subsequent by Purchaser and Seller on or before August 31, 2016 (herein, the “Final Proration Date”); provided that such reconciliation, as it relates to the Closing real estate taxes shall be made within thirty (30) days following the final determination issuance of 2012 taxes and assessments the 2016 tax bills for the Project (Real Property and the “Final Adjustment Date”)Improvements. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of 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, 36 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 and shall not include, but shall exclude, any amounts of Operating Expense Recoveries paid by Purchaser to Seller pursuant to Section 10.4(d). For a period of three (3) months after Closing, Purchaser agrees to include on any rental invoices provided by Purchaser to Tenants the amount of any Delinquent Rentals owed by such Tenants if known to or by Purchaser, but Purchaser will have no liability for the failure to collect any such amounts and will not be deemed merged into required to conduct lock-outs or take any instrument delivered at Closinglegal or other action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller shall have the right to pursue Delinquent Rentals after Closing including instituting legal actions, but in no event shall Seller be permitted to institute eviction proceedings against any Tenant or take any action against a Tenant which would affect such Tenant’s right to occupy the premises demised under its Tenant Lease. With respect to any Delinquent Rentals received by Purchaser within six (6) months after Closing (the “Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the Closing Time. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, 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. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser will be promptly remitted to Purchaser.

Prorations. 2.7.1 Real property taxes, assessments, rents, security deposits, and common area expenses shall be prorated through Escrow Holder will prorate between the parties, in Cash, to the Buyer and Seller as of Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each Draft prorations of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes assessments, rents and assessments common area maintenance expenses shall be delivered by Seller to Buyer and Escrow Holder five (5) days prior to Close of Escrow, The prorations of the real property taxes, assessments, rents and common area expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for the Project delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable, Tax and assessment prorations shall be based on the latest information available tax ▇▇▇▇. If, after Close of Escrow, Buyer receives any further or supplemental tax ▇▇▇▇ relating to Escrow Holder 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 not later than ten (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,75010) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 2.7.2 All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for Lease commission claims brought against the Property arising therefrom. All rental payments leasing commissions for new Leases and other tenant charges for Lease renewals and additional rents received by Buyer from a tenant expansion options executed after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation date of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof this Agreement in accordance with the proration set forth above; providedterms of Paragraph 3.4.2 shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the new Lease. 2.7.3 Seller agrees to indemnify and hold Buyer harmless of and from any and all liabilities, howeverclaims, that any rent received from the United States of Americademands, the Department of Homeland Security and Department of Justicesuits, and Internal Revenue Service Department judgments, of Treasuryany kind or nature, Bureau including court costs and reasonable attorneys' fees (except those items which under the terms of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove specifically become the obligation of Buyer), brought by third parties and based on conditions or events occurring on or before the date of Close of Escrow and which are in any way related to be incorrect for any reasonthe Property, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (all expenses related thereto, including, but not limited to, items set forth in this Article 5)court costs and attorneys' fees. 2.7.4 Buyer agrees to indemnify and hold Seller harmless of and from any and all liabilities, the adjustment shall be made claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on conditions or events occurring subsequent to the Closing within thirty (30) days following date of Close of Escrow and which are in any way related to the final determination of 2012 taxes Property, and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 all expenses related thereto, including, but not limited to, court costs and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingattorneys' fees.

Prorations. Escrow Holder will prorate between Seller and Purchaser agree to adjust, as of 11:59 p.m. on the partiesday immediately preceding the Closing Date (the “Closing Time”), in Cashthe following (collectively, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city “Proration Items”): real estate and special district (if any) real personal property taxes, special taxes and assessments for the Project based year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of Section10.4(b) below), expenses under the Permitted Exceptions, 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 latest information available to Escrow Holder (i.e.basis of a 365 day year, $4,205,805 real property taxes actual days elapsed). Seller will be charged and credited for the 2012 tax year calculated using amounts of all of the total assessed value provided in Proration Items relating to the 2012 First Pass Assessment (i.e.period up to and including the Closing Time, $25,953,750) and Purchaser will be charged and credited for all of the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items 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 Buyer mutually instruct Escrow Holder submitted to prorate Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) at least two (2) Business Days prior to the Close Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of Escrowmaking the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. All rental payments and other tenant charges and additional rents received The preliminary proration shall be paid at Closing by Buyer from Purchaser to Seller (if the preliminary prorations result in a tenant after 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 Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of AmericaTime, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when prorations will be made on the information is availablebasis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. If any items No prorations will be made in relation to be adjusted are not determinable at Closing insurance premiums (including, but not limited to, items set forth in this Article 5except 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 adjustment Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. 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 subsequent to the Closing within thirty by Purchaser and Seller on or before December 15, 2021 (30) days following the final determination of 2012 taxes and assessments for the Project (herein, the “Final Adjustment Proration Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above) will survive the Closing until the Final Proration Date has occurred, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall not be deemed merged into any instrument delivered at Closingpromptly prorated by the parties in accordance with the terms of this Section 10.4.

Prorations. Escrow Holder 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between the partiesbe assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for Tenants' liability, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for such items), accrued interest under the Loan Documents for the Project based on month in which the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes Closing occurs; operating expenses which are reimbursable by the Tenant for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of Escrow. All rental payments Closing Date less any amount previously paid by the Tenant shall be credited to Seller; and other tenant charges similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and additional rents received by Buyer from a tenant after credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is availablemost recent ascertainable data. If any items to be adjusted are not determinable Seller shall receive a credit at Closing (including, but not limited to, items set forth for any and all escrow or impound accounts held by any Lender Entities. All prorations will be final except as to delinquent rent referred to in this Article 5), Paragraph 13.2 below and except for mathematical errors or mutual mistakes. 13.2. All basic rent paid following the adjustment Closing Date by the Tenant of the Property who is indebted under the Lease for rent for any period prior to and including the Closing Date shall be made subsequent to first applied against the current rents due under the Lease and the excess (if any) shall be deemed a "Post-Closing within thirty Receipt" until such time as all such indebtedness is paid in full. Within ten (3010) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the final determination Closing Date, Purchaser shall deliver to Seller a reconciliation statement of 2012 taxes 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 assessments for not previously delivered to Seller in accordance with the Project (terms hereof. Seller retains the “Final Adjustment Date”)right to conduct an audit, 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 the cost of performing Seller's audit. The provisions Paragraph 13.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and the delivery and recording of the deed. Any "percentage rent" (as that term is defined in Section 2.02 of the Lease) collected by Purchaser for periods prior to the Closing Date shall not be deemed merged into any instrument delivered at Closingcharacterized as Post-Closing Receipts and, to the extent collected by Purchaser, shall remain the sole and exclusive property of Purchaser.

Prorations. Escrow Holder will prorate between 5.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the partiestenants), in Cashprepaid rentals and prepaid payments (collectively, “Rent”) shall, subject to the Close of Escrowfurther provisions hereof, an amount calculated be prorated on the basis that Buyer shall receive a credit for all security deposits actually held by multiplying Seller and for all Rent which Seller has actually received before the Total Sales Percentage by each Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of the following: Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (aincluding without limitation percentage rent) 2012 stateafter the Closing, CountyBuyer shall promptly pay the same to Seller, city after application of the same to any rent due from the applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of the Closing on the basis of the most recent assessed valuation of and special district rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to 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 (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 Closing (including all supplemental taxes which arc allocable to the period after the Closing). 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property closed out effective as of the Closing Date; if any) real such close-out is not possible, utilities shall be prorated 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, special taxes insurance and assessments for other operating cost pass-throughs payable by Tenants which accrue as of the Project based on Closing Date, but which are not then due and payable (collectively, the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011“Operating Expenses”), (b) rental paymentsshall not be prorated, other revenues except as herein provided. Buyer shall receive and expenses and (c) retain any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received Operating Expenses paid by Buyer from a tenant Tenants on or after the Closing Date and Seller shall be applied first to collection costs receive and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods retain any Operating Expenses paid by Tenants prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth aboveClosing Date; provided, however, that any rent monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the Closing Date shall be prorated as of the Closing Date. 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 United States period of AmericaSeller’s ownership, Seller shall pay Buyer the Department amount of Homeland Security and Department of Justicesuch rebates at Closing, and Internal Revenue Service Department if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to the period of TreasurySeller’s ownership, Bureau Buyer shall promptly pay Seller the amount so owed to the landlord upon Buyer’s receipt of Alcohol, Tobacco the same (and Firearms Buyer shall be deemed exert diligent good faith efforts to be payment for collect the prior month’s outstanding rent duesame). In the event any Any prorations made under this Agreement shall prove to be incorrect for any reason, then any party based upon monthly amounts shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within based upon a thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of day month; any prorations under this Article 5 and the obligations of Sellers and Buyer hereunder Agreement based upon annual amounts shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingbased upon a 366 day year.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city The following adjustments to the Purchase Price paid hereunder shall be made between Seller and special district Purchaser and shall be prorated (if anyas applicable) on a per diem basis up to and the day immediately before the Closing Date: (i) Accrued general real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property estate taxes for the 2012 tax Property (the “Taxes”) for the year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after Closing shall be prorated as of the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available actual taxes for the year, if known, or if unknown, on the basis of the most recent ascertainable taxes, but in either case based on the maximum allowable discount for early payment. 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-prorated when prorate taxes with, if any amount is due, an appropriate payment from one party to the information is availableother on the basis of the amount of taxes then due and payable. If any items Prior to or at Closing, Seller shall pay or have paid 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 adjusted are not determinable 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 (includingthe “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, but not limited tothe “Permit Fees”). (v) The value of any fuel stored on the Premises, items 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 Article 5)Agreement, Seller makes no representations regarding the adjustment 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 for any purpose reasonably related to Seller's prior ownership of the Property. For purposes of all prorations provided for herein, Seller shall be made subsequent responsible for all days up to and including the day immediately prior to the Closing within thirty Date, and Purchaser shall be responsible for all days thereafter. (30c) days following the final determination of 2012 taxes and assessments Except as otherwise expressly provided in this Agreement (including Section 25 hereof), all pro-rations provided for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder herein shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingfinal.

Prorations. Escrow Holder will prorate between 15.1 Water and other utility charges due for the parties, in Cash, period prior to 12:01 a.m. on the Close of Escrow, an amount calculated Closing Date ("Proration Date") shall be paid by multiplying the Total Sales Percentage by each Seller. Regular ad valorem real estate taxes shall be prorated as of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project Proration Date. Real Estate tax prorations shall be based on the latest information maximum discounted rate available at Closing. Prior to Escrow Holder (i.e.Closing, $4,205,805 real property taxes Purchaser and Seller shall notify all utilities providing service to the Property of the prospective change in ownership and that all bills for the 2012 tax year calculated using period from and after the total assessed value provided Proration Date shall be paid by Purchaser, with no interruption in the 2012 First Pass Assessment (i.e.service. All utility deposits, $25,953,750) if any, may be withdrawn by and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items refunded to Seller and Buyer mutually instruct Escrow Holder to prorate 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 Close Closing Date shall be paid by Seller. 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 Escrowany 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 rental payments other prorations will be final except as to rent reconciliations referred to in Paragraphs 15.2 and 15.3 below and as provided in Paragraph 15.4. 15.2 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 charges 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 additional rents received 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 Buyer from any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser for periods on or after the Closing Date shall be applied first 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 collection costs Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, and then without any obligation to the most recently accrued obligation of such tenantterminate leases or initiate lawsuits, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received Within 180 days after the Closing Date attributable Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 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 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. This Paragraph 15.3 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.4 All refunds for time periods prior to the month of Closing, and if attributable Proration Date in connection with any ongoing real estate tax protests for the Property initiated by Seller prior to the month Closing shall remain the property of Closing, Seller’s share thereof in accordance with Seller (except to the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed extent required to be payment for the prior month’s outstanding rent duerefunded 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 made under this Agreement and credits, Landlord shall prove provide Purchaser at Closing with a credit of $139,192.75 (calculated as follows) in connection with certain tenant improvement costs to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent assumed by Purchaser with respect to the Closing within thirty Lease with EBP Healthplans, Inc. (30"EBP") days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations Lease with Paxson Broadcasting of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.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. Escrow Holder will prorate between 5.2.1 All revenues, including without limitation, rentals, prepaid rentals and prepaid payments (collectively, "Rent"), shall be prorated on the parties, in Cash, basis that Buyer shall receive a credit for all Rent which Seller has actually received before the Closing which is allocable to the Close of Escrowperiod after the Closing and for all security deposits held by Seller (including interest thereon, an amount calculated as required by multiplying the Total Sales Percentage by each law). Seller shall not receive a credit for any Rent Seller has not received as of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for Closing which is allocable to the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of EscrowClosing. All rental payments If, after Closing, Buyer collects any Rent applicable to periods prior to Closing, such Rent shall first be applied to Rent due for the current period, if any, and other tenant charges and additional rents received the balance shall be promptly paid by Buyer from a tenant to Seller. If, after Closing, Seller collects any Rent applicable to rental periods after the Closing Date Closing, Seller shall promptly pay the same to Buyer. For such purposes, the period for which Rent is applicable shall be the one designated in writing by the person paying such Rent or, if there is no such designation, the Rent shall be applied first to collection costs Rent due for the current period, if any, with the balance applied in the inverse order of the Rent payments due from such Tenant. 5.2.2 All expenses, including without limitation, utilities and then all other expenses to operate the most recently accrued obligation Property shall be prorated as of such tenant. After application as set forth above, Buyer the Closing. 5.2.3 Real estate taxes shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after be prorated at the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of 100% of the best data most recent tax bills for the Property. Taxes will then available be reprorated upon receipt of actual bills for the applicable periods and re-prorated when the information responsible party will promptly pay the difference to the other party. This provision will survive Closing. 5.2.4 Unless the Existing Financing is available. If any items paid as provided in Section 3.7, an amount equal to be adjusted are not determinable at Closing (includingpayments of interest and deposits due under the Existing Financing, but not limited to, items set forth in this Article 5)including without limitation, the adjustment repair escrow, the replacement reserve escrow fund, the real estate tax escrow, the hazard insurance escrow, and the mortgage insurance escrow, shall be made subsequent paid to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered Seller at Closing. 5.2.5 With respect to any of Seller's employees that Buyer chooses to hire, Seller agrees to pay those employees for any accrued vacation or sick time they have earned prior to Closing. 5.2.6 All prorations under this SECTION 5.2 shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Seller and Buyer agree to cooperate and use their best efforts to complete such prorations no later than sixty (60) days (except with respect to real estate taxes) after the Closing Date.

Prorations. Escrow Holder will prorate between 5.2.1 Rentals from Leases (including fixed monthly rentals and other periodic rentals, additional rentals, percentage rentals, operating cost pass-throughs and other sums and charges payable by the partiestenants), in Cashprepaid rentals and prepaid payments (collectively, “Rent”) shall, subject to the Close 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 Seller has actually received before the Closing which is allocable to the period after the Closing. Seller shall not receive a credit for any Rent Seller has not received as of Escrow(the Closing that is allocable to the period prior to the Closing. If Buyer shall collect any such Rent (including without limitation percentage rent) after the Closing allocable to the period prior to the Closing, an amount calculated by multiplying Buyer shall promptly pay the Total Sales Percentage by each same to Seller, after application of the following: same to any rent due from the applicable Tenant after the Closing. 5.2.2 Real estate taxes shall be prorated as of the Closing on the basis of the most recent assessed valuation of and rates and multiplier applicable to the Property. If prorations are not made on the basis of the current tax year or if supplemental taxes are assessed after the Closing for the period prior to 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 (aincluding all supplemental taxes which are allocable to the period prior to Closing) 2012 stateand Buyer shall bear all taxes allocable to the period after the Closing (including all supplemental taxes which are allocable to the period after the Closing). 5.2.3 Seller shall endeavor to have all of its utility accounts with respect to the Property closed out effective as of the Closing Date; if such close-out is not possible, Countyutilities shall be prorated 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, city and special district (if any) real property taxes, special taxes insurance and assessments for other operating cost pass-throughs payable by Tenants which accrue as of the Project based on Closing Date, but which are not then due and payable (collectively, the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011“Operating Expenses”), (b) rental paymentsshall not be prorated, other revenues except as herein provided. Buyer shall receive and expenses and (c) retain any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received Operating Expenses paid by Buyer from a tenant Tenants on or after the Closing Date and Seller shall be applied first to collection costs receive and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods retain any Operating Expenses paid by Tenants prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth aboveClosing Date; provided, however, that any rent monthly or periodic deposits or payments of estimated Operating Expenses with respect to the month in which the Closing occurs received by Seller prior to the Closing Date or by Buyer on or after the Closing Date shall be prorated as of the Closing Date. 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 United States period of AmericaSeller’s ownership, Seller shall pay Buyer the Department amount of Homeland Security and Department of Justicesuch rebates at Closing, and Internal Revenue Service Department if the Tenants owe the landlord any additional amounts for Operating Expenses with respect to the period of TreasurySeller’s ownership, Bureau Buyer shall promptly pay Seller the amount so owed to the landlord upon Buyer’s receipt of Alcohol, Tobacco the same (and Firearms Buyer shall be deemed exert diligent good faith efforts to be payment for collect the prior month’s outstanding rent duesame but shall not required to terminate any Lease or evict any Tenant in connection therewith). In the event any Any prorations made under this Agreement shall prove to be incorrect for any reason, then any party based upon monthly amounts shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within based upon a thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of day month; any prorations under this Article 5 and the obligations of Sellers and Buyer hereunder Agreement based upon annual amounts shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingbased upon a 366 day year.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each 6.2. 1Prorations. All income and expenses of the following: Property shall be apportioned as of 12:01 a.m. EST on the Closing Date, with the Operating Partnership being deemed to be the owner of the Property during the entire day on which the Closing Date occurs and being entitled to receive all revenue of the Property, and being obligated to pay all expenses of the Property, with respect to such day. (a) 2012 stateSuch prorated items shall include the following: (i) any other income with respect to the Property received by the Closing Date, County, city and special district (if any, and for the current month not yet delinquent. Such proration shall be based on an operating statement updated not less than 1 day prior to the Closing Date; (ii) real property taxes, special taxes and assessments for the Project based (including personal property taxes on the latest information available Fixtures and Personal Property) levied against the Property, the Contributor, subject to the Escrow Holder Agents approval, shall escrow the funds for real estate taxes now due or delinquent for 2021, or that may becoming due and payable against ​ the Property up and to Closing. For the avoidance of doubt, the foregoing escrow requirement is an accommodation to the Contributor to pursue payment of the its tax ▇▇▇▇, however, under no circumstance shall any delinquent payment of taxes occur or a lien be created, and if for any reason the Contributor cannot satisfy the amounts, then the Escrow Agent shall be directed to pay the then due and owing taxes. (i.e.iii) utility charges for which the Contributor is liable, $4,205,805 real property taxes for if any, such charges to be apportioned at the 2012 tax year calculated using Closing on the total assessed value provided in basis of the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate most recent meter reading occurring prior to the Close Closing (dated not more than 15 days prior to the Closing) or, if unmetered, on the basis of Escrow. All rental payments a current ▇▇▇▇ for each such utility; (iv) all amounts payable with respect to Assumed Liabilities in effect as of the Closing; (v) credit shall be given to the Contributor for interest accounts, impound accounts, escrow accounts and other tenant reserves included within the Existing Loans, which shall be transferred to the Operating Partnership at the Closing; (vi) room charges for the night before the Closing Date and additional rents received by Buyer from a tenant after ending on the morning of the Closing Date shall be applied first to collection costs split between the Contributor and then the Operating Partnership on a fifty/fifty (50/50) basis and (vii) any other operating expenses or other items pertaining to the most recently accrued Property which are customarily prorated between a transferor and transferee of real estate in the county in which the Property is located. (b) Notwithstanding anything contained in this Section 6.2.1, the following shall apply: (i) The Operating Partnership shall be entitled to a credit against the Contributor’s Total Consideration to be delivered for the total sum of all deposits with respect to the Assumed Liabilities (not including interest accounts, impound accounts, escrow accounts and other reserves included within the Existing Loans, which shall be addressed in accordance with Section 6.2.1(a)(v) above) (the “Property Deposits”) to the extent not paid over to the Operating Partnership, and the Operating Partnership shall assume at the Closing the obligation under the Assumed Liabilities with respect to all Property Deposits credited or paid over to the Operating Partnership; (ii) Except as provided in the following sentence, all delinquent real estate taxes and assessments shall be paid by the Contributor at or before the Closing, together with any interest, penalties or other fees related to any delinquent taxes. In determining prorations relating to non-delinquent taxes, the Operating Partnership shall be credited with an amount equal to the real estate taxes and assessments applicable to the period prior to the Closing Date, to the extent such amount has not been actually paid by the Contributor. In the event that the Contributor has paid prior to the Closing any real estate taxes or assessments related to the Property applicable to the period after the Closing Date, the Contributor shall be entitled to a credit for such amount. In connection with the re-proration of real estate taxes and assessments for which a credit was given or a proration was made at the Closing, the Parties shall adjust the differences between them promptly upon demand being made therefor by either the Contributor or the Operating Partnership. If, after the Closing, any additional real estate taxes or assessments applicable to the period prior to the Closing Date are levied for any reason, including back assessments or escape assessments, then the Contributor shall pay all such tenantadditional amounts, including any additional fees and interest, if any. After application as set forth aboveIf, Buyer shall remit after the Closing, the Contributor or the Operating Partnership receive any property tax refunds regarding any Property relating to Seller on a period prior to the Final Adjustment Date (as defined below) Closing, then that portion of rentals the refunds related to a period prior to the Closing that is required to be refunded to any tenant of the Property shall be delivered to or retained by, as the case may be, the Operating Partnership for the purpose of making such refund payments with the remaining portion of such refunds retained by or delivered to, as the case may be, the Contributor. The Operating Partnership shall pay all supplemental taxes resulting from the change in ownership and reassessment occurring as the result of the Closing pursuant to this Agreement; (iii) The Operating Partnership shall take all steps necessary to effectuate the transfer of all utilities to the name of the Operating Partnership as of Closing, where necessary, post deposits with the ​ ​ ​ utility companies, and provide the Contributor with written evidence of the transfer at or prior to Closing. The Contributor shall be entitled to recover any and all deposits held by any utility company as of the Closing Date; (iv) The net proration credit to or charge against the Contributor on account of the prorations adjustments to be made upon the Closing shall be reflected through an adjustment to the cash portion of the Contributor’s Total Consideration to be delivered pursuant to this Agreement. Any other tenant charges and additional rents received proration adjustments made following the Closing shall be made in cash; and (v) If any prorations hereunder cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date attributable to periods prior as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the month other party, with interest per annum at the prime rate of Closinginterest as set forth in The Wall Street Journal, and if attributable plus 2% from the Closing Date to the month date of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States payment if payment is not made within 10 business days after delivery of Americaa ▇▇▇▇ therefor. Once all revenue and expense amounts have been finally and completely ascertained, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms Operating Partnership shall prepare a final proration statement which shall be subject to the Contributor’s reasonable approval. Upon the Contributor’s acceptance and approval of any final proration statement submitted by the Operating Partnership, such statement shall be conclusively deemed to be payment for accurate and final. To the prior month’s outstanding rent due. In extent any reconciliation is required, the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party Operating Partnership shall be entitled permitted to an adjustment to correct offset any amounts by adjusting the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent Series T Limited Units transferred to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingContributor.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close For purposes of Escrow, an amount calculated by multiplying the Total Sales Percentage by each Section 6.3 of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of AmericaPurchase Agreement, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms term "Property" shall be deemed to be payment for include the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reasonExcluded Parcel and all proration's, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available adjustments and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items reconciliations set forth in this Article 5), Section 6.3 of the adjustment Purchase Agreement shall be made subsequent based upon all of the real property described in Exhibit B attached hereto, which is the Real Property being sold under the Purchase Agreement together with the Excluded Parcel being sold under the Excluded Parcel Purchase Agreement. Accordingly, there shall be no prorations, adjustments and reconciliations provided for in the Excluded Parcel Purchase Agreement, except that Seller and Purchaser hereby agree that all prorations regarding the expense item defined as "Taxes and Assessments" for the Excluded Parcel shall be prorated separately pursuant to the Closing within thirty (30) days following Excluded Parcel Purchase Agreement based upon the final determination square footage of 2012 taxes the land contained in the Excluded Parcel and assessments the square footage of the Land that is set forth in any real estate tax ▇▇▇▇ that is assessed against both all or a portion of the Excluded Parcel and a portion of the Land. For the avoidance of doubt, there shall be no other prorations, adjustments or reconciliations for the Project Excluded Parcel except for Taxes and Assessments expense, i.e. for example, there will be no tenant reimbursements, common area maintenance expense reimbursements or insurance reimbursements. In addition, Section 6.3 of the Purchase Agreement is revised to state that Purchaser; shall receive at Closing as a credit against the Purchase Price (i) the “Final Adjustment Date”). The provisions amount of this Article 5 and all security deposits from Tenants that are in the obligations possession or control of Sellers and Buyer hereunder shall survive Seller as of the Closing Date and shall not be deemed merged into any instrument delivered at Closing(ii) the net amount of accounts receivable credits due to Tenants as of the Closing Date.

Prorations. Escrow Holder will prorate between the parties, in Cash, Notwithstanding anything to the Close of Escrowcontrary contained in this Agreement, an amount calculated by multiplying all rent, additional rent, real estate taxes, common area maintenance and other charges, insurance obligations and utility charges payable under the Total Sales Percentage by each Acquired Leases shall be prorated as of the following: (a) 2012 state, County, city and special district (if any) Final Closing Date for each Acquired Lease. Sellers agree to prorate real property taxes, special estate taxes and assessments based on when such taxes and assessments accrue, notwithstanding when such taxes and assessments become a lien on the premises leased by an Acquired Leases. All percentage rent based on sales payable under an Acquired Lease for the Project based on fiscal period in which the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Final Closing Date for such Acquired Lease occurs shall be applied first to collection costs and then to the most recently accrued obligation responsibility of such tenant. After application as set forth abovethe Sellers, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received if Buyer opens for business from the United States of Americaapplicable Store in the fiscal period in which the percentage rent is calculated, then percentage rent based on sales shall be prorated based upon the Department of Homeland Security ratio that sales made at such Store for which percentage rents are 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 reasonably cooperate with Buyer in providing documents required under the Acquired Leases in order to comply with percentage rent reporting requirements. The Sellers and Department of JusticeBuyer agree to adjust between themselves after the applicable Final Closing any errors, reconciliations, or omissions in the prorations or adjustment set forth in the closing statements and Internal Revenue Service Department of Treasuryany other prorations or adjustment made pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, Bureau of Alcohol, Tobacco and Firearms such apportionments shall be deemed final and not subject to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and refurther post-prorated when the closing adjustments if no such adjustments have been requested within ninety (90) days after such time as all necessary information is available. If any items available to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final make a complete and accurate determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingsuch apportionments.

Prorations. Escrow Holder will prorate between All rents and other income from the partiesProperty, in Cashincluding any initial lump sum or disproportionate payments which shall be allocable over the term of any agreement to which such payments relate, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real estate and personal property ad valorem taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer operating expenses from a tenant after the Closing Date Property shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of a 365 day year through the best data then available and re-prorated when day preceding the information is availableday of Closing. If any items to be adjusted are not determinable at Closing (includingis extended by mutual agreement, but not limited to, items set forth in this Article 5), the adjustment 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 or prorated between Contributor and OP as set forth below: (a) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; 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, such payments shall be applied first toward then current rent owed to OP 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 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 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 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 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 the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the 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 promptly paid over to Contributor. In the 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 within thirty 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. (30c) days following Interest with respect to all indebtedness or liabilities which will be a credit to the final determination of 2012 taxes and assessments Consideration to be paid by OP for the Project contribution of the Property by Contributor; (d) Transferable annual permits, licenses, and/or inspection fees, if any, on the “Final Adjustment Date”)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; (g) Service Contracts on the 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 OP if approved by OP in accordance with Section 4.3. (i) All other operating expenses incurred in the management and operation of the Property. The 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 Article 5 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 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 Distribution Loan and the obligations proceeds thereof that are distributed to Contributor under Section 1.2(d) of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthis Agreement.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city Real estate and special district (if any) real personal property taxes, special taxes costs and assessments for the Project based on the latest information available to Escrow Holder revenues (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011including rents), (b) rental paymentsmonthly 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 expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate purchases made prior to the Close of Escrow. All rental payments Closing date and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first comply with all statutory provisions necessary for Purchaser to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment avoid transferee liability for the prior month’s outstanding rent duesame. In the event any prorations made under this Agreement shall prove to the taxes for the year of Closing are unknown, the tax proration will be incorrect based upon the taxes for any reasonthe prior year and, then any party at the request of either party, the taxes for the year of Closing shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available reprorated and re-prorated adjusted when the information tax ▇▇▇▇ for such year is available. If any items to be adjusted are not determinable 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 (includingcollectively, but not limited “Rent”) previously paid to, items set forth in this Article 5)or collected by, Seller and attributable to any period following the adjustment shall be made subsequent Closing Date. Rents are “Delinquent” when they were due prior to the Closing within Date, 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 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 (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 final determination initiation of 2012 taxes a legal action for collection of Delinquent Rents against a prior tenant of Seller; and assessments 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 Project 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 “Final Adjustment 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. The parties shall exchange figures to calculate prorations no later than three (3) days prior to the Closing Date. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder Section 14 shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateSeller and Purchaser agree to adjust, Countyas of 11:59 p.m. on the day preceding the Closing Date (the "PRORATION TIME"), city the following (collectively, the "PRORATION ITEMS"): (i) Rents, in accordance with Subsection 10.4(b) below. (ii) Cash Security Deposits and special district any prepaid rents, together with interest required to be paid thereon. (if anyiii) real property taxesUtility charges payable by Seller, special taxes including, without limitation, electricity, water charges and assessments sewer charges. If there are meters on the Real Property, Seller will cause readings of all said meters to be performed not more than five (5) days prior to the Closing Date, and a per diem adjustment shall be made for the Project days between the meter reading date and the Closing Date based on the latest information available to Escrow Holder most recent meter reading. (i.e., $4,205,805 real property iv) Real estate taxes due and payable for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrowcalendar year. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after 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 tax rate for the preceding year applied first to collection costs and then to the most recently accrued obligation 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 tenantrecomputation and vice versa. (v) Such other items of income and expense as are typically prorated at closing similar to the transaction contemplated by this Agreement. After application as 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 above, Buyer shall remit on a preliminary closing statement to be prepared by Seller on the Final Adjustment Date and submitted to Purchaser two (as defined below2) that portion of rentals and other tenant charges and additional rents received after days prior to the Closing Date attributable (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 periods prior Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the month 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, and if attributable to . If the month actual amounts of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from Proration Items are not known as of the United States of AmericaClosing Date, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when prorations will be made on the information is availablebasis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. If 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 of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any items to be adjusted are not determinable at Closing (includingdeposits with the utility providers, but not limited toSeller will, items set forth if necessary, maintain such deposits until such time as Purchaser can post its own deposits (but in this Article 5), the adjustment shall be made subsequent to the Closing within no event longer than thirty (30) days following after Closing) so that such utility service will not be discontinued to the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”)Property. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall 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 shall 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 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 Tenant under the Lease 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. Delinquent Rental will not be deemed merged into prorated. Purchaser agrees to use good faith collection procedures with respect to the collection of any instrument delivered at ClosingDelinquent 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 Tenant. All sums collected by Purchaser from and after Closing 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 to current amounts owed by such Tenant to Purchaser and then to delinquencies owed by such Tenant to Seller. Any sums due Seller will be promptly remitted to Seller.

Prorations. Escrow Holder 13.1. ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); security deposits which are refundable under the leases; escrow and/or impounds held by the Lender (which will prorate between be assigned to Purchaser and credited to Seller); interest on the partiesFirst Note; water and other utility charges; fuels; operating expenses; real and personal property taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the later of the Closing Date or the actual date of the closing of this transaction ("Proration Date"), in Cash, and credited to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each balance of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available cash due at Closing. Assessments payable in installments which are due subsequent to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to ascertainable, the adjustments thereof shall be on the basis of the most recently accrued obligation of such tenantrecent ascertainable data. After application All prorations will be final except as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined delinquent rent referred to in Paragraph 13.2 below) that portion of rentals and other tenant charges and additional rents received after . 13.2. All basic rent paid following the Closing Date attributable to periods by any tenant of the Property who is indebted under a lease for any period prior to and including the month 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 Closinga Post-Closing Receipt, and if attributable Purchaser shall pay to Seller an amount equal to the month of Closingamount such Post-Closing Receipt exceeds the amount currently due by the tenant paying such Post-Closing Receipt under its lease. Purchaser shall use its best efforts to collect all amounts which, Seller’s share thereof in accordance with the proration set forth above; upon collection, would constitute Post-Closing Receipts hereunder provided, however, that Purchaser shall not be required to instigate litigation to collect 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 rent received from Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the United States terms hereof. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of AmericaPurchaser'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 the Department cost of Homeland Security and Department performing Seller's audit. Paragraph 13.2 of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateThe following shall all be prorated as of 12:01 a.m. on the date of Closing, Countyon the basis of a 365-day year: (i) rents, city and special district (all other income from the Property, if any, including, without limitation, any additional charges, prepaid rent, if any, and any other expenses payable under the Leases, if any, all as and when actually collected (whether such collection occurs prior to, on, or after the Closing Date); (ii) real property taxes, special taxes and assessments for the Project based year in which the Closing occurs, (iii) water, sewer and utility charges, (iv) amounts payable under any service contracts for the month in which the Closing occurs and prior months, (v) annual permits and/or inspection fees (calculated on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for basis of the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011period covered), (b) rental payments, other revenues and expenses and (cvi) any other items expenses relating to the operation and maintenance of the Property. For three (3) months following the Closing, Buyer shall include all rent arrearages, if any, on Buyer's monthly invoices or billings to tenants ▇▇▇ ▇▇omptly deliver to Seller and Buyer mutually instruct Escrow Holder any such rent arrearages that relate to prorate periods prior to the Close of Escrow. All rental payments Closing if and other tenant charges and additional rents when collected by Buyer; PROVIDED, HOWEVER, that Rents received by Buyer from a tenant after the Closing Date shall be first applied first to collection costs Rents accruing after the Closing Date, and then to the most recently accrued obligation of such tenantRents accruing prior thereto. After application as set forth above, Buyer shall remit be under no obligation to recover for the benefit of Seller on any unpaid Rents owing by tenants for periods prior to Closing Date. Seller shall have the Final Adjustment Date (right before the Closing, to take such action as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable Seller deems appropriate to recover any unpaid Rents for periods prior to the month date of Closing, and if attributable to after the month date of Closing, Seller’s share thereof Seller may pursue any and all remedies available to Seller in law or equity to recover unpaid Rents for periods prior to the date of Closing. The amount of any security or other deposits as actually collected, IF ANY, or similar fees paid by tenants under the Leases, as to the extent actually collected, shall be credited against the cash portion of the Purchase Price; accordingly, Seller shall retain the deposit and/or similar fees paid by tenants under the Leases, as actually collected, and Buyer shall be responsible for handling all security deposits of the tenants of the Property in accordance with the proration set forth above; providedLeases and applicable law. Seller shall retain all utility deposits, however, if any. Seller and Buyer hereby agree that if any rent received from of the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any aforesaid prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of calculated accurately on the unavailability of information Closing Date, then the same shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing calculated within thirty (30) days following after the Closing Date, or as soon as sufficient information is available to permit the parties to accurately calculate such proration(s), and either party owing the other party a sum of money based on such subsequent proration(s) shall pay said sum to the other party within ten (10) days after such calculation is made; PROVIDED, HOWEVER, that the tax prorations and assessments referenced in Section (ii) herein shall be final determination as of 2012 the Closing Date. Notwithstanding anything to the contrary contained herein, to the extent any of the foregoing Property-level expenses are the responsibility of Tenant pursuant to the terms of the CitiCorp Lease, then such expense items shall NOT be prorated --- between Seller and Buyer at Closing. (b) Seller shall pay the premium for the Title Policy without extended coverage or endorsement and without any additional premium to delete the so-called "survey exception," if any. Buyer shall pay the premiums for any endorsements to the Title Policy which Buyer requests. Escrow fees shall be split evenly between Buyer and Seller each paying half. Recording charges, transfer taxes and assessments any other expenses of the escrow for the Project (the “Final Adjustment Date”)sale shall be paid by Buyer. The provisions of All costs and charges described in this Article 5 and the obligations of Sellers and Buyer hereunder paragraph shall survive be paid at Closing. Any bills received after the Closing and not previously prorated in escrow shall not be deemed merged into divided as provided herein, and shall be paid promptly upon receipt of a bill therefor. Seller shal▇ ▇▇y for the costs of the Survey. Buyer shall pay any instrument delivered at Closingand all taxes related to any change in use of the Property.

Prorations. Escrow Holder will prorate between the partiesReal estate taxes, in Cash, to the Close expenses of Escrow, an amount calculated by multiplying the Total Sales Percentage by each operation and any other similar items shall be adjusted ratably as of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments time of closing. Taxes for the Project based on year of Closing shall be prorated as of the latest information available to Escrow Holder Closing Date. Current rents collected from Tenants under Leases shall be prorated for the month during which the Closing occurs (i.e., $4,205,805 real property the term “rents” as used in this Agreement includes all payments due and payable by Tenants under the Leases). Real estate taxes for the 2012 tax calendar year calculated using of Closing shall be prorated as of the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) Closing Date. Unpaid and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items delinquent rent collected by Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant Purchaser after the Closing Date shall 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 collection costs rents that became due and then to payable during the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the calendar month of Closing, and if attributable second, to the month of those which were due and payable after Closing, Sellerand 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 share thereof in accordance with operation of the proration set forth above; providedProperty, however, that but Purchaser will not be obligated to institute any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed lawsuit or other collection procedures to be payment for the prior month’s outstanding rent duecollect such unpaid or delinquent rents. In the event that there shall be any prorations made rents or other charges under this Agreement shall prove any Leases which, although relating to be incorrect for any reasona 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 party shall 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 an adjustment a credit against the Purchase Price for all cash security deposits held pursuant to correct the same. Any item which cannot be finally prorated because any of the unavailability 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 information accounts for water, sewer, electricity, telephone and all other utilities currently in the name of Seller (or its managing agent) shall be tentatively prorated placed in the name of Purchaser on the basis of the best data then available Closing Date and re-prorated when the information is available. If any items Seller shall arrange for final meter readings and metered services to be adjusted are not determinable at conducted on the Closing (including, but not limited to, items set forth in this Article 5), the adjustment Date. Seller shall be made responsible to pay in full all bills for such utility charges related to any period prior to the Closing Date and Purchaser shall be responsible to pay all utility charges related to any period on and subsequent to the Closing within thirty (30) days following Date. With respect to utilities which are not metered, charges for such service shall be prorated as of the Closing Date, based on charges for the previous billing period, and Purchaser and Seller shall receive credits or charges, as appropriate, with such amounts to be re-prorated promptly after the final determination bills are issued. Seller shall cooperate with Purchaser to effect the transfer of 2012 utility accounts from Seller to Purchaser. Expenses pertaining to Service Agreements that Purchaser elects to assume and personal property taxes (if applicable) and assessments for any other expenses relating to the Project (Property shall be prorated between the “Final Adjustment Date”). The provisions parties as of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingDate.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close 12.1. Rents (exclusive of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based delinquent rents [i.e. unpaid on the latest information available Closing Date], but including prepaid rents); refundable security deposits (which will be assigned to Escrow Holder and assumed by Purchaser and credited to Purchaser at Closing); parking fees; service contracts described on Exhibit H; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e., $4,205,805 real property taxes adjusted for all tenant's liability, if any, for such items); operating expenses which are reimbursable by the tenants for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of Escrow. All rental payments Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other tenant charges similar items shall be adjusted ratably as of 11:59 p.m. on the date prior to the Closing Date, and additional rents received by Buyer from a tenant after credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below, and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth except as provided below in this Article 5)section. The parties agree to make such post-closing readjustments as may be required due to errors and omissions in the prorations. At any time prior to October 31, 1997, Purchaser, at Purchaser's cost, may conduct an audit, at reasonable times and upon reasonable advance notice to Seller, of Seller's books and records to verify the adjustment shall be made subsequent accuracy of the prorations and readjustments to the prorations required under this Paragraph. 12.2. All rent paid following the Closing Date by any tenant of the Property who is indebted under a lease for basic rent for any period prior to the Closing within thirty Date after the payment to Purchaser of all current rent and any past due rent owed to Purchaser shall be deemed a "Post-Closing Receipt". At Closing, Seller shall provide Purchaser with a statement of all delinquent rentals as of the Closing. Within fifteen (3015) 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 but shall have no obligation to bring legal action. If Purchaser expends funds to collect rent due prior to the final determination Closing Date, Purchaser shall be reimbursed its collection expenses from any delinquent rent collected. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of 2012 taxes 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 assessments for not previously delivered to Seller in accordance with the Project (terms hereof. Seller retains the “Final Adjustment Date”)right, at Seller's cost, to conduct an audit, at reasonable times and upon reasonable advance notice to Purchaser, of Purchaser's books and records to verify the accuracy of the Post-Closing Receipts reconciliation statement. The provisions Paragraph 12 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and the delivery and recording of the deed. 12.3. Purchaser shall not be deemed merged into receive at Closing a credit equal to the amount of any instrument delivered unsatisfied obligations for outstanding tenant improvement and leasing commission obligations set forth in Exhibit N which are identified as Seller's obligation ("Seller's Pre-Existing Obligations"). Purchaser agrees to assume (without a credit from Seller) the payment of those outstanding tenant improvement and leasing commission obligations set forth in Exhibit N which are identified as Purchaser's obligation ("Purchaser's Pre-Existing Obligations"). To the extent Seller pays any amounts toward Purchaser's Pre-Existing Obligations prior to Closing and provides evidence of such payment satisfactory to Purchaser then Seller shall receive a credit from Purchaser therefor. Seller shall receive a credit, if any, as provided in Paragraph 25. Purchaser shall assume at ClosingClosing all third party construction contracts for the performance of tenant improvement work and leasing commission agreements in connection with those leases (i) which give rise to Seller's Pre-Existing Obligations, (ii) which give rise to Purchaser's Pre-Existing Obligations and (iii) for which Purchaser is assuming the obligations pursuant to Paragraph 25 herein.

Prorations. Escrow Holder will prorate between 11.1 Subject to the partiesprovisions of this Paragraph 11, all revenues and expenses relating to the Property shall be prorated as of the Close of Escrow. Expenses relating to the Property, including without limitation, real property taxes and assessments, utility charges and the like, shall be prorated on an accrual basis, and revenues relating to the Property, including, without limitation, rentals and other income (including, without limitation, common area charges and operating cost pass throughs) shall be prorated on a cash received basis, subject to the provisions set forth in CashParagraph 11.5 below. It is understood that Buyer shall not be entitled to any income or revenue, and shall not be obligated for costs and expenses, under the CRG Agreements (as defined in Paragraph 22.22 below) (except as may be provided to the contrary in the Final CRG Lease). Such proration shall be made as of 11:59 p.m. Pacific Standard Time on the day immediately preceding the Closing Date (the “Proration Time”). Buyer shall be responsible for all real estate tax reassessment and increase as a result of the transactions contemplated under this Agreement. Seller shall be entitled to all tax refunds for periods prior to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit the same to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received promptly after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth abovereceipt; provided, however, that Buyer shall first deduct therefrom any rent received from portions thereof which are due to any of the United States of America, tenants under the Department of Homeland Security Leases and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall remit the same to such tenants. All monthly prorations shall be deemed calculated on actual days of the applicable month and all annual prorations shall be calculated based on a 365-day year. Prior to be payment for the prior month’s outstanding rent dueClosing Date, Seller and Buyer shall agree upon a schedule of expenses and prorations (“Proration and Expense Schedule”). In the event If any prorations prorations, apportionments or computations made under this Agreement Paragraph 11 shall prove to be incorrect for any reasonrequire final adjustment because the information is unavailable at the Proration Time, then any the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available, but in all events no later than April 30, 2008 (the “Survival Cut-Off Date”). Any item which cancorrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1, the obligations of the parties under this Paragraph 11 shall survive the Close of Escrow through the Survival Cut-Off Date and shall not be finally prorated because merged with the Deed until the expiration of the unavailability Survival Cut-Off Date. The foregoing terms of information this Paragraph 11.1 are subject to the terms of Paragraphs 11.2 through 11.5 below. 11.2 The leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be tentatively prorated on the basis sole responsibility of the best data then available Seller and re-prorated when the information is available. If any items to shall be adjusted are not determinable paid by Seller at Closing (including, but not limited or prior to, or an appropriate credit therefor shall be provided by Seller to Buyer upon, the Close of Escrow; upon such payment and/or credit, Seller shall have no further obligations whatsoever with respect to the amounts and items set forth in this Article 5), such Schedule 11.2. Notwithstanding the adjustment shall be made subsequent foregoing or anything to the Closing within thirty contrary, (30a) days following the final determination tenant improvement allowance in the amount of 2012 taxes and assessments for $330,001.42 relating to the Project space leased by C▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. (the “C▇▇▇▇▇▇ Allowance”) shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any portion of such amount paid by Seller prior to the Close of Escrow (without obligation to do so) shall be credited to Seller upon the Close of Escrow, and (b) all other leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures for any Leases or Lease amendments, whether with respect to base lease term (for Leases or Lease amendments executed after the date hereof), future expansions, renewals, or otherwise, shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any such amounts paid by Seller relating thereto (without obligation to do so) shall be credited to Seller upon the Close of Escrow; provided, however, Buyer shall not be responsible for leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures relating to the CRG Agreements or any space covered solely by the Final Adjustment DateCRG Lease (except as may be set forth to the contrary in the Final CRG Lease). 11.3 As of the Close of Escrow, Seller shall not be responsible for any charges, fees, assessments or other amounts relating to utilities, including, without limitation, those for sewer, electricity, water and gas (the “Utility Charges”). The provisions of this Article 5 , which are incurred from and the obligations of Sellers and Buyer hereunder shall survive after the Closing Date. Buyer shall be responsible to have the applicable utility companies switch service into Buyer’s name at Closing and shall be solely responsible to pay all Utility Charges accruing after the Close of Escrow. Without limiting the foregoing, Seller may instruct any utility company that Seller no longer owns the Property and shall not be deemed merged into responsible for Utility Charges accruing after the Close of Escrow. Additionally, it is understood that Seller, prior to the Close of Escrow, may b▇▇▇ Tenants for electricity/power charges that may not be fully reimbursed to Seller by such Tenants as of the Close of Escrow (the “Utility B▇▇▇ Amounts”). Buyer shall b▇▇▇ and use reasonable efforts to collect any instrument such Utility B▇▇▇ Amounts in the ordinary course of business (and such Utility B▇▇▇ Amounts shall not be forgiven, reduced, deferred, delayed or suspended by Buyer) through the Survival Cut-Off Date, but shall not be obligated to engage a collection agency or take legal action to collect any such amounts. Buyer shall be entitled to retain ten percent (10%) of the Utility B▇▇▇ Amounts that it collects for delivery to Seller hereunder. Seller shall have the right to seek collection of any Utility B▇▇▇ Amounts applicable to any period before the Close of Escrow from any Tenants, but shall not have the right to evict Tenants or to terminate or threaten to terminate any such Tenant’s Lease or right to possession of its premises. Any Utility B▇▇▇ Amounts actually collected by Buyer to which Seller is entitled hereunder shall be promptly delivered at Closingby Buyer to Seller (after deducting the 10% set forth above to which Buyer is entitled). 11.4 Buyer shall be credited and Seller shall be charged with (but Seller shall retain as its sole and separate property, notwithstanding any contrary provision in this Agreement) any security deposits and advanced rentals in the nature of security deposits made by the lessees/licensees (the "Tenants”) under the Leases, except to the extent the same have been applied in accordance with the terms of said Leases (subject to the provisions of Paragraphs 21.3

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateSeller and Purchaser agree to adjust, Countyas of the Closing Date, city and special district the following (if any) collectively, the "PRORATION Items"): real property taxes, special estate taxes and assessments only. Seller will be charged or credited for the Project based on amounts of all of the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior Proration Items relating to the Close period up to and including the Closing Date, and Purchaser will be charged or credited for all of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant the Proration Items relating to the period after the Closing Date Date. Such preliminary estimated Closing prorations shall be applied first set forth on a preliminary closing statement to collection costs be prepared by Seller using its reasonable business judgment and then submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, delayed or conditioned) (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the most recently accrued obligation Title Company for purposes of such tenantmaking the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. After application as set forth above, Buyer The preliminary proration shall remit be paid at Closing by Purchaser to Seller on (if the Final Adjustment Date 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 Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of AmericaDate, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when prorations will be made on the information is availablebasis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. If any items No prorations will be made between Seller and Purchaser in respect of Rentals, operating costs, Billable Operating Costs or insurance premiums, and Seller's insurance policies will not be assigned to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), Purchaser. All adjustments other than the adjustment specified Proration Items shall be made subsequent to by Seller, as landlord, and Tenant, as tenant, which adjustments shall be made in accordance with the Lease as if the Closing within thirty (30) days following Date and Lease Surrender were the expiration date of the Lease. Final readings and final determination ▇▇▇▇▇▇▇▇ for utilities will be made as of 2012 taxes the Closing Date, in which event no proration will be made at the Closing with respect to utility bills, otherwise, such prorations shall be made between Seller and assessments Tenant, as aforesaid, for the Project period up to and including the Closing Date, and between Tenant and Purchaser for the period after the Closing Date. 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. Purchaser will use reasonable efforts to give Seller ten (10) business days notice of the “Final Adjustment Date”)Closing Date to allow Seller adequate time to arrange for final readings and calculation of all prorations. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall Section 10.4 will survive the Closing for nine (9) months. (b) Purchaser will cause to be paid or turned over to Seller, in the form received by Purchaser, all Rentals, if any, received by Purchaser after Closing and shall attributable to the Tenant Lease for any period prior to the Closing Date. Purchaser will have no liability for the failure to collect any such amounts and will not be deemed merged into required to take any instrument delivered other legal action to enforce collection of any such amounts owed to Seller by the Tenant of the Property. After the Closing Date, Seller may collect Delinquent Rentals and ▇▇▇▇▇▇▇▇ described in Section 10.4(d) below from Tenant and take other legal non-possessory action to enforce collection of any such amounts, provided, however, in no event will Seller have the right to threaten termination of the Tenant Lease or institute any eviction or ejectment proceedings. (c) Seller, using its reasonable business judgment, will prepare, at least seven (7) days prior to the Closing Date, a reconciliation as of the Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for Tenant's use of water & sewer, operating costs and tax escalations (collectively, "BILLABLE OPERATING COSTS") comparing actual electricity and operating costs escalations for the year-to-date until the Closing Date with Seller's actual collections of Billable Operating Costs that have actually been charged to Tenant for the calendar year in which Closing occurs and submit such reconciliation to Tenant for its approval. All adjustments of Billable Operating Costs shall be conducted by Seller and Tenant. In no event will Purchaser be responsible for any adjustment on account of Billable Operating Costs. If more amounts have been expended for Billable Operating Costs than have been billed to and collected from Tenant for Billable Operating Costs, Seller will seek to collect such difference from Tenant at Closing. If more amounts have been collected from Tenant for Billable Operating Costs than have been expended for Billable Operating Costs, Seller will remit to Tenant at Closing such excess collected amount. Purchaser and Seller agree that such proration of Billable Operating Costs at the Closing will fully relieve Purchaser from any responsibility to Tenant or Seller for such matters. In this regard, Seller will be solely responsible for (i) seeking collection from Tenant of the amount of any Billable Operating Costs not previously collected, and (ii) where appropriate, reimbursing Tenant for amounts attributable to Billable Operating Costs as may be necessary based on annual reconciliations for Billable Operating Costs for all calendar years including the calendar year in which Closing occurs. (The provisions of this subsection do not apply to Billable Operating Costs for the calendar year preceding the calendar year in which Closing occurs, the same being governed by Section 10.4(b) above.) (d) With respect to specific tenant ▇▇▇▇▇▇▇▇ for work orders, special items performed or provided at the request of Tenant, other specific services, and specific ▇▇▇▇▇▇▇▇ for Billable Operating Costs or other additional rents and amounts due which relate to the foregoing specific services rendered by Seller prior to the Closing Date, Seller may seek to collect same from Tenant in accordance with the Lease and Purchaser shall have no responsibility therefor. (e) Nothing contained in this Agreement shall obligate or be deemed to obligate Purchaser to pay or reimburse Seller for any Commissions, tenant improvement costs or other expenditures with respect to the existing Tenant Lease.

Prorations. Escrow Holder will prorate between the parties15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for such items); operating expenses paid by Seller which are reimbursable by the tenants for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received Closing Date, less any amount previously paid by Buyer from a tenant after the tenants; unpaid operating expenses for the period prior to the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application prorated on a "net" basis, as set forth above, Buyer ; and all other items of expense and income shall remit to Seller be adjusted ratably as of 12:01 a.m. on the Final Adjustment Closing Date (as defined below"Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by 15.2 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 the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) that portion of rentals and other tenant charges and additional rents received one year after the Closing Date attributable Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to periods prior Seller Post-Closing Receipts collected in the previous month. Purchaser shall use 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. Within 30 days after the month one-year anniversary of Closingthe Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 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 if attributable not previously delivered to the month of Closing, Seller’s share thereof Seller in accordance with the proration set forth above; providedterms hereof. Purchaser shall provide Seller 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, however, that any rent received Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the United States Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real 6.7.1. Real property taxes, special taxes personal property taxes, assessments, rents, and assessments for the Project based on the latest information available to CAM expenses shall be prorated through Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) between Buyer and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the as of Close of Escrow. All rental payments security deposits shall be paid over to Buyer. Rents and other tenant charges and additional rents received CAM expenses shall be approved by Buyer from a tenant after the Closing Date shall be applied first prior to collection costs and then to the most recently accrued obligation Close of such tenantEscrow. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional Any delinquent rents received after the Closing Date attributable to periods prior to the month Close of Closing, Escrow and if attributable which are collected by Buyer or Seller shall be retained by or paid to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any amounts collected by Buyer or Seller shall be first applied to any rents then due to Buyer and, if collected by Seller, remitted to Buyer for such purpose. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not (a) cause Tenant to be delinquent for their current rent received from or become financially unstable or (b) have the United States right to seek eviction of Americathe Tenant by unlawful detainer or other means. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If after Close of Escrow either party receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, the Department recipient shall promptly deliver a copy of Homeland Security and Department of Justicesuch tax ▇▇▇▇ to the other party, and Internal Revenue Service Department not later than ten (10) days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of Treasurysuch tax ▇▇▇▇, Bureau prorated as of Alcohol, Tobacco and Firearms Close of Escrow. All prorations shall be deemed based on a 360- day year. 6.7.2. All leasing commissions owing and tenant improvements with respect to be payment for the Real Property entered into prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because execution of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (Agreement including, but not limited to, commissions for lease renewals and expansion options, shall be paid by Seller, and Seller shall indemnify and hold Buyer harmless for lease commission claims brought against the Real Property arising therefrom. All leasing commissions and tenant improvement costs for new Leases executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bears to the primary term of the new Lease subject, in all events, to the prior approval of said Leases as herein provided by Buyer pursuant to Paragraph 7.3. 6.7.3. Seller agrees to indemnify and hold Buyer harmless from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorney fees (except those items set forth in which under the terms of this Article 5Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the adjustment shall be made Close of Escrow and which are in any way related to the Property. 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 Closing within thirty (30) days following Close of Escrow and which are in any way related to the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingProperty.

Prorations. Escrow Holder will prorate between 3.6.1. All items of income and expense arising from the parties, in Cash, operation of the Stations with respect to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) Purchased Assets and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to Assumed Leases on or before the Close close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after business on the Closing Date shall be applied first to collection costs for the account of Seller and then to thereafter shall be for the most recently accrued obligation account of such tenantPurchaser. After application Proration of the items described below between Seller and Purchaser shall be effective as set forth aboveof 12:00 midnight, Buyer shall remit to Seller local time, on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable and shall occur as follows with respect to periods prior those rights, liabilities and obligations of Seller transferred to and assumed by Purchaser hereunder. 3.6.2. Liability for state and local Taxes assessed on the Purchased Assets payable with respect to the month of Closing, tax year in which the Closing Date falls shall each be prorated as between Seller and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated Purchaser on the basis of the best data then available number of days of the Tax year elapsed to and re-prorated when including the information is availableClosing Date. 3.6.3. If any items The FCC annual regulatory fees for the fiscal year October 1, 2004 through September 20, 2005 for the Stations which are payable in August, 2005 shall be assumed to be adjusted are not determinable the same as the annual regulatory fees paid in August, 2004 and shall be prorated at Closing as of the Closing Date. 3.6.4. Prepaid items, deposits, credits and accruals such as water, electricity, telephone, other utility and service charges, lease expenses, license fees (includingif any) and payments under any contracts or utility services to be assumed by Purchaser shall be prorated between Seller and Purchaser on the basis of the period of time to which such liabilities, but prepaid items and accruals apply. 3.6.5. All prorations shall be made and paid insofar as feasible on the Closing Date and shall be made in accordance with generally accepted accounting principles; any prorations not limited tomade on such date shall be made as soon as practicable (not to exceed ninety (90) days) thereafter. As soon as practical within said ninety (90) day period, items set Purchaser shall deliver to Seller Purchaser's certificate setting forth as of the Closing Date all adjustments to be made as provided in this Article 5), the adjustment 3. Purchaser shall provide Seller or Seller's representatives access to copies of all books and records as Seller may reasonably request need to verify such adjustments. Purchaser's certificate shall be made subsequent final and conclusive unless objected to the Closing by Seller in writing within thirty (30) days following after delivery. Seller and Purchaser shall attempt jointly to reach agreement as to the amount of the adjustments to be made hereunder within sixty (60) days after receipt by Purchaser of such written objection by Seller, which agreement, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or review. In the event of a disagreement between Purchaser and Seller with respect to the accounting to be made hereunder, the parties agree that a public accounting firm chosen jointly by Purchaser and Seller shall be the final determination arbiter of 2012 taxes and assessments such disagreement. The cost of such accounting firm shall be shared equally by the parties. Any amounts due Purchaser or Seller for the Project adjustments provided for herein shall be paid within ten (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing10) calendar days after final determination.

Prorations. Escrow Holder 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the parties, in Cash, tenants for the period prior to the Close 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 Escrow11:59 p.m. on the Closing Date, an amount calculated by multiplying and credited to the Total Sales Percentage by each balance of the following: (a) 2012 statecash due at Closing. Utilities, Countyincluding water, city sewer, electric, and special district (if any) real property taxes, special taxes and assessments for the Project gas shall be prorated at Closing based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes most recent ascertainable data. Seller shall pay at Closing the bills therefor for the 2012 tax year calculated using period to and including the total assessed value provided 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 such utilities (so long as no more than thirty (30) days in advance in the 2012 First Pass Assessment (i.e.ordinary course of business), $25,953,750) 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 Purchaser and the effective tax rate Seller may accomplish the transfer of utility accounts by arranging for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior a change of address on utility billing accounts to the Close of EscrowPurchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. All rental payments Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and other tenant charges and additional rents received by Buyer from a tenant after which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available 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 re-prorated when the information is availableextent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. If any items 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 adjusted are not determinable at pro-rated as of the Closing (including, but not limited to, items set forth in this Article 5), the adjustment Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be made subsequent prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing within thirty Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement shall be deemed final as prorated on the Closing Date, except as to delinquent rent referred to in Paragraph 13.2 below. 13.2. For a period of ninety (3090) days following the final determination Closing Date, all basic rent paid following the Closing Date by any tenant of 2012 taxes the Properties who is indebted under a Lease for basic rent for any period prior to and assessments 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. 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 its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. 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 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, if the amount owing Seller is greater than $5,000.00 for any one Real Property, the Project (cost of performing Seller's audit. After the “Final Adjustment Date”)Closing, in no event shall Seller attempt to evict a tenant through any manner. The provisions Paragraph 13.2 of this Article 5 and the obligations of Sellers and Buyer hereunder 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 deemed merged into replaced in due course and within the license period specified above. In the event that the publication close date for any instrument delivered 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. Escrow Holder will prorate The following shall be prorated between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each Seller and Purchaser as of the following: Cut-Off Time: (ai) 2012 state, County, city and special district (if any) All real property estate taxes, water or sewer charges and general or special taxes and assessments for on the Project Real Property, or any other governmental tax or charge levied or assessed against the Property. If the Closing shall occur before the actual amounts payable are known, then apportionment shall be based on the latest information available most recently ascertainable tax rates and assessed value of the Property. Seller shall be responsible for all such taxes that are allocable to Escrow Holder (i.e.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, $4,205,805 real property 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 2012 current year 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. At Closing, Seller shall transfer to Purchaser control of all pending real estate tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the certiorari proceedings which would or could affect post-Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenantperiods. After application as set forth aboveClosing, Buyer Purchaser shall remit pay over to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable 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 rent, which shall be paid over by Purchaser to Seller if collected by Purchaser after the Closing. (iii) With respect to 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. 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 if 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 month of 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 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) Seller shall be responsible for all condominium charges, including without limitation Common Charges and Special Assessments, if any (as such terms are defined in the Condominium Documents) and such other charges as may be due under the Condominium Documents (collectively, the “Condominium Charges”), in respect of the Essex House Condominium that are allocable to any period prior to the Closing Date and Purchaser shall be responsible for all such Condominium Charges allocable to any period from and 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 between Seller and Purchaser as of 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 share thereof benefit for the Hotel-Related Units is $7,065,390.25 (the “FF&E Balance”). At Closing, Purchaser shall receive a credit in accordance with an amount equal to the proration set forth aboveFF&E Balance on the date hereof. Notwithstanding the foregoing, between the date hereof through and including the Closing Date, Seller may use any portion of the FF&E Balance or increase the FF&E Balance; provided, however, (x) no increase in the FF&E Balance over the FF&E Balance on the date hereof shall be credited to Purchaser at Closing and (y) no reduction in the FF&E Balance below the FF&E Balance on the date hereof shall result in a credit to Purchaser at Closing of less than the FF&E Balance on the date hereof. Representatives of Seller 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 any rent received from the United States of Americanet amount will be added to, or deducted from, the Department Purchase Price. Within ninety (90) days following the Closing, representatives of Homeland Security Purchaser and Department of JusticeSeller shall prepare a revised statement (the “Final Closing Statement”, and Internal Revenue Service Department together with the Preliminary Closing Statement, collectively, the “Closing Statements”) setting forth the final determination of Treasuryall items to be included in the Closing Statements, Bureau of Alcohol, Tobacco and Firearms any necessary payment shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the samewithin 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 best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder Section 8.4 shall survive the Closing for a period of twelve (12) months and shall not be 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 prorations and apportionments is that Seller shall bear all expenses of the ownership and operation of the Property (for which buyers and sellers of hotels in The City of New York would customarily prorate or apportion) and shall receive all income therefrom accruing through the Cut-Off Time and Purchaser shall bear all such expenses and receive all income accruing thereafter. Any revenues and/or expenses affecting the Property that are not otherwise specifically addressed in Section 8.4(b) shall be apportioned consistently with the foregoing provisions. Purchaser and Seller further acknowledge and agree that the apportionments as to the Hotel-Related Units in this Section 8.4(b) shall be prepared, to the extent applicable, in accordance with the current edition of the Uniform System of Accounts for Hotels of the Hotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada.

Prorations. Escrow Holder will prorate between the parties, in Cash, Prior to the Close of EscrowClosing, an amount calculated by multiplying Seller shall determine the Total Sales Percentage by each amounts of the following: prorations in accordance with this Agreement and notify Purchaser thereof. Purchaser shall review and approve such determination promptly and prior to the Closing, such approval not to be unreasonably withheld or delayed. The prorations shall be calculated as of 11:59 p.m. on the day immediately preceding the Closing Date. Thereafter, Purchaser and Seller shall each inform Title Company of such amounts. The following items shall be prorated as of the Closing Date and shall be deducted from or added to the Purchase Price, as appropriate, payable at the Closing: (a) 2012 state, County, city and special district (if any) Non-delinquent general real property taxes, special estate taxes and assessments for the Project Property shall be prorated based on 110% of the most recent tax ▇▇▇▇(s) for the Property. As the Purchaser is a municipal corporation, the property will be tax exempt post-Closing. Seller and Purchaser agree to cooperate on obtaining said exemption. Seller reserves the right to appeal the taxes for the year of Closing and prior years and obtain any reductions, certificates of error, objections or other refunds. Seller and Purchaser agree to re-prorate the taxes for the year of Closing. (b) All operating expenses of the Property which pertain to a period both prior to and after the Closing Date, including, without limitation, utility charges (including, without limitation, water and sewer charges) based on the latest information available last ascertainable bills (if current bills are not available) if and to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) extent that final meter readings cannot be made and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items separate bills issued to Seller and Buyer mutually instruct Escrow Holder to prorate Purchaser by the utility suppliers prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth aboveDate; provided, however, that any rent received from Seller and Purchaser hereby agree to cooperate to seek to have such final meter readings made prior to Closing and the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed account party changed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because Purchaser effective as of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents except as set forth below, but including prepaid rents); refundable security deposits (which will prorate between the partiesbe assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for such items); operating expenses which are reimbursable by the tenants for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of Escrow. All rental payments Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other tenant charges similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and additional rents received by Buyer from a tenant after credited to the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is availablemost recent ascertainable data. If any items All prorations will be final except as to be adjusted are not determinable delinquent rent referred to in Paragraph 12.2 below. 12.2. Seller shall receive a credit at Closing (includingfor an amount equal to 50% of all Rents which are delinquent for not more than 30 days at Closing. All other Rents which are delinquent as of the Closing Date shall not be prorated. Instead, but not limited to, items set forth in this Article 5)to the extent that the Purchaser is able to collect said delinquencies, the adjustment Purchaser shall be made subsequent 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 delinquencies up to and until the day prior to the Closing within thirty 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 (30by legal action or otherwise) days following the final determination collection of 2012 taxes any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date and assessments for said Lease is not assigned to the Project 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 “Final Adjustment tenant is delinquent in paying rent as of the Closing Date”). The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate between the partiesExcept as otherwise provided herein, in Cashrent, to the Close of Escrowreceivables, an amount calculated other amounts due KEM, and all amounts payable by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real KEM such as property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments accounts payable and other tenant charges and additional rents received by Buyer from a tenant after expenses shall be prorated as of the Closing Date Date. Seller and/or KEM, as applicable, shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed pay or cause to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to paid such amounts or an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the appropriate adjustment shall be made subsequent in the cash received by Seller at Closing or Seller and/or KEM shall cause sufficient working capital to remain in the accounts of KEM to pay such items when due. Any monies held in bank accounts of the KEM as of the Closing Date in excess of the amounts needed to satisfy Seller’s or KEM’s obligations under the preceding sentence, will be distributed by KEM to Seller through Escrow on the Closing Date. Prorations and adjustments contemplated under this Section 21.2 shall be subject to post-Closing adjustments as necessary to reflect later relevant material information not available at Closing (including any material liabilities which were to be prorated hereunder discovered after Closing but relating to the period prior to or including the Closing and any material adjustments required pursuant to Section 21.4(f), below) and to correct any material errors made at Closing with respect to such apportionments, and the Party receiving more than it was entitled to hereunder (the “Reimbursing Party”) shall reimburse the other Party (the “Reimbursed Party”) in the amount of such over payment within thirty (30) days following after receiving written demand thereof from the Reimbursed Party. Such written demand by the Reimbursed Party shall be accompanied by reasonable proof of the Reimbursed Party’s right to payment. Both the Reimbursed Party and Reimbursing Party agree to cooperate in good faith to resolve any disputes regarding such adjustments. Notwithstanding the foregoing, such apportionments shall be deemed final determination and not subject to further post-Closing adjustment if no adjustments have been requested within six months (6) months after the Closing Date. Buyer and Seller further agree that (a) all rent prepaid by the County of 2012 taxes Riverside under that certain Communications Tower Site Lease Agreement shall be transferred by KEM to Seller prior to Closing and assessments for will be retained by Seller, (b) the Project Settlement Agreement among KEM, Edison Construction, Inc. and ▇▇▇▇▇▇▇▇ Corporation, dated January 15, 2015, and the rights thereunder are expressly excluded from the KEM Assets and shall be assigned and transferred to Seller or EMMR at Closing pursuant to the Assignment of Contracts, and (c) all rent paid to KEM by FPN under the FPN Lease shall be retained by KEM at Closing without proration and not distributed to Seller. For the purposes of Sections 21.2 and 2.4, any information, adjustment, error or liability resulting in an expenditure or change of more than five thousand dollars ($5,000), individually or in the aggregate, shall be deemed “Final Adjustment Datematerial”). Furthermore, the Burn Pit Holdback and Transformer Holdback shall be retained in Escrow at Closing and distributed pursuant to the terms of Section 21.11 below. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder Section 21.2 shall expressly survive the Closing and shall not be deemed merged into any instrument delivered at Closingfor a period of eighteen (18) months.

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the partiesamount of 6%; real and personal property taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, in Cash, to and credited against the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each balance of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available cash due at Closing. Assessments payable in installments which are due subsequent to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available 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 re-prorated when including the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment Date shall be made subsequent to the deemed a "Post-Closing within thirty Receipt" until such time as all such indebtedness is paid in full. Within ten (3010) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the final determination Closing Date, Purchaser shall deliver to Seller a reconciliation statement of 2012 taxes 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 assessments for not previously delivered to Seller in accordance with the Project (terms hereof. Seller retains the “Final Adjustment Date”)right to conduct an audit, 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 the cost of performing Seller's audit. The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder 16.1. Rents (including rent under the Ground Lease) (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); interest, costs and fees accruing under the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city Loan Documents; water and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value other utility charges; fuels; prepaid operating expenses; management fees as provided in the 2012 First Pass Assessment management agreement with Insignia; real and personal property taxes prorated on a "net" basis (i.e.i.e. adjusted for all Tenants' liabilities, $25,953,750) and if any, for such items); operating expenses paid by Seller which are reimbursable by the effective tax rate Tenants for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate the period prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received Closing Date, less any amount previously paid by Buyer from a tenant after the Tenants shall be credited to Seller; unpaid operating expenses for the period prior to the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on January 1, Buyer 1996 (the "Proration Date"), and credited to the balance of the cash due at Closing. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall remit be paid by Seller. 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 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 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. 16.2. 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 for basic rent for any period prior to the Proration Date in an amount greater than the 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 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. Within 180 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 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 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. Paragraph 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 Final Adjustment Date Closing Date, Seller shall establish an escrow (as defined belowthe "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 rentals the refunds actually received for real estate taxes due from the City of Atlanta and other tenant charges Fulton County, Georgia on accoun▇ ▇▇ ▇he tax appeals filed for the calendar years 1991, 1992 and additional rents received after the Closing Date attributable 1993 necessary to periods prior reconcile real estate taxes paid by Tenants, but only with respect to the month of Closing, those Tenants entitled to refunds under their respective Leases and if attributable also deducting therefrom Seller's estimated third party costs and expenses incurred or to the month of Closing, Seller’s share thereof be incurred in accordance connection with the proration set forth abovetax appeal filed for such calendar years (the "1991-93 Amount"); provided, however, that Seller shall promptly deposit into the Real Estate Tax Escrow any rent refund received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following Date on account of the final determination of 2012 refunds for real estate taxes and assessments for the Project (calendar years 1991 and 1992 to the “Final Adjustment Date”)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 this Article 5 and the obligations of Sellers and Buyer hereunder 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 deemed merged into applied to pay the amount of 1994 real estate taxes actually assessed by the City of Atlanta and Fulton County, Georgia, respecti▇▇▇▇, and any instrument delivered at Closingremaining 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. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid association dues, if any; refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes and other similar items shall be adjusted ratably as of 11:59 p.m. on the partiesday preceding Closing Date, in Cash, to and credited against the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each balance of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available cash due at Closing. Assessments payable in installments which are due subsequent to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All rent paid on and re-prorated when following the information Closing Date by any tenant of the Property who is available. If indebted under a lease for rent for any items period prior to be adjusted are not determinable at and including the Closing (including, but not limited to, items set forth in this Article 5), Date after the adjustment payment to Purchaser of all current basic rent shall be made subsequent to the deemed a "Post-Closing within thirty Receipt" until such time as all such indebtedness is paid in full. Within ten (3010) days following each receipt by Purchaser of a Post-Closing Receipt, Purchaser shall pay such Post-Closing Receipt to Seller. Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 120 days after the final determination Closing Date, Purchaser shall deliver to Seller a reconciliation statement of 2012 taxes 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 assessments for not previously delivered to Seller in accordance with the Project (terms hereof. Seller retains the “Final Adjustment Date”)right to conduct an audit, 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 the cost of performing Seller's audit. The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate between Rents actually collected for the partiescalendar month in which the Closing occurs (exclusive of Delinquent Rent, in Cashas hereinafter defined, but including prepaid rents covering a period subsequent to Closing); water and other utility charges; fuels; prepaid revenues and expenses covering a period subsequent to Closing; real and personal property taxes (“Property Taxes”); and other similar revenue and expense items shall be adjusted ratably as of 11:59 P.M. Central Time on the Closing Date (“Proration Date”), and credited or debited to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each balance of the following: (a) 2012 state, County, city cash due at Closing. All regular and special district (if any) real property taxes, special supplemental taxes and assessments for attributable to the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close Closing Date shall be the responsibility of EscrowSeller. All rental payments regular and other tenant charges supplemental taxes and additional rents received by Buyer from a tenant assessments attributable to the period after the Closing Date shall be applied first the responsibility of Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustment thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data most recent ascertainable data. With respect to Property Taxes, if Closing occurs before the current fiscal year’s tax bills are available, the proration will be based upon the previous fiscal year’s tax ▇▇▇▇ and the proration shall be readjusted and settled by Seller and Purchaser within ten (10) business days after such tax ▇▇▇▇ is issued. If special assessments have been levied against the Property for improvements, then available the amount of any installments which are attributable to periods on or prior to the Closing Date shall be paid by the Seller; and re-prorated when the information is availableamount 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 adjusted prorated hereunder are not determinable at unavailable on the Closing Date, a readjustment will be made within ten (including10) business days following the availability of accurate bills and figures. Seller shall instruct its property manager to discontinue data entry operations in the on-site computer system for the Property (including making deposits of rental income) for the period subsequent to the close of business on December 23, but not limited to, items 2011. Seller acknowledges that such discontinuance is intended to afford Seller and Purchaser an opportunity to coordinate the transition of the Property in anticipation of Closing and to complete work on prorations as set forth in this Article 5), the adjustment Agreement. Seller shall be made subsequent instruct its property manager to the Closing within thirty (30) days following the forward to Purchaser or its designee final determination reports to facilitate transition planning and compilation of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingprorations as soon as practicable after discontinuing such data entry.

Prorations. Escrow Holder will prorate between All normal and customarily proratable items, including without limitation, real estate and personal property taxes and assessments, utility bills (except as hereinafter provided), collected rents and other income, and Operating Contract payments (under Operating Contracts assumed by Buyer), shall be prorated as of the partiesClosing Date, in Cash, Seller being charged and credited for all of the same relating to the Close of Escrow, an amount calculated by multiplying period up to the Total Sales Percentage by each Closing Date and Buyer being charged and credited for all of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior same relating to the Close of Escrow. All rental payments period on and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date Date. If the amount of any such item is not known at the time of the delivery of the Deed, such item shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated apportioned on the basis of the best data then available and re-prorated when comparable period of the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing prior year with a reapportionment within thirty (30) days following of the final determination Closing Date or as soon thereafter as the amount of 2012 taxes the item is actually determined. No proration shall be made in relation to delinquent rents, common area expense charges or tax payments (collectively, “Delinquent Rents”) existing, if any, as of the Closing Date. To the extent that such Delinquent Rents or reimbursement obligations are paid or payable after Closing, Buyer agrees to use reasonable efforts to secure said Delinquent Rents and assessments 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 Project month of the Closing, and then to Delinquent Rents. Seller reserves the right to bring suit against tenants of the Property to collect for Delinquent Rent (and other charges due to Seller for the “Final Adjustment Date”). The provisions period prior to the Closing) but Seller may not, subsequent to the date hereof, bring suit for possession of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingpremises occupied by such tenants.

Prorations. Escrow Holder will prorate between the parties15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for such items); tenant reimbursement obligations for operating expenses paid by Seller for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close 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 items of Escrowexpense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). All rental payments Seller shall be entitled to a credit for all transferable utility deposits to the extent actually transferred hereunder, if any, and all other tenant charges utility deposits, if any, may be withdrawn by and additional rents received refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by Buyer from a tenant after the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due prior to the Closing Date shall be applied first paid by Seller. Assessments, excluding regular ad valorem real estate taxes, payable in installments which are due subsequent to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable shall be paid by Purchaser. If the amount of any of the items to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americabe prorated is not then ascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is availablemost recent ascertainable data. If any items 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 be adjusted are not determinable at Closing (includingthe conte▇▇, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent 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 15.2 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 within thirty (30) days following the final determination Date. 15.2 All basic rent collected by Seller shall be prorated as of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.12.01 a.m.

Prorations. 6.7.1. Real property taxes, assessments, rents, security deposits expenses and other prorateable items shall be prorated through Escrow Holder will prorate between Buyer and Seller as of Close of Escrow. Rents, security deposits and expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the partiesright to pursue any Tenant for delinquent rent, in Cashbut shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, to the after Close of Escrow, an amount calculated by multiplying Buyer receives any further or supplemental tax ▇▇▇▇ relating to any period prior to Close of Escrow, or Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the Total Sales Percentage by each recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the following: other party, and not later than ten (a10) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate days prior to the delinquency date shown on such tax ▇▇▇▇ Buyer and Seller shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. All rental payments Any reserves maintained by Seller with the Lender in connection with the Loan that have not been and other tenant charges and additional rents received are not subject to being called upon by Buyer from a tenant after the Closing Date Lender either shall be applied first to collection costs and then refunded to the most recently accrued obligation of such tenantSeller by the Lender or credited to the Seller at the Closing. 6.7.2. After application as set forth above, Buyer shall remit All leasing commissions owing and tenant improvements to Seller on be made with respect to the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods Property in connection with transactions entered into prior to the month execution of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reasonpaid by Seller, then any party and Seller shall be entitled to an adjustment to correct indemnify, defend and hold Buyer harmless from and against all leasing commission claims brought against Buyer or the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is availableProperty arising therefrom. If any of such tenant improvements have not been completed prior to close of Escrow, Seller shall credit Buyer at the Closing with the reasonable estimated cost of completing such tenant improvements. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the date of this Agreement shall be prorated between Buyer and Seller as their respective periods of ownership bear to the primary term of the new Lease, renewal or expansion. 6.7.3. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all liabilities, damages, losses 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 be adjusted the Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all liabilities, damages, losses, 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 not determinable at Closing (in any way related to the Property, and all expenses related thereto, including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes court costs and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingattorneys' fees.

Prorations. Escrow Holder The following items relating to the Assets, the ownership of the PGE Colstrip Interests, and the operation of the Colstrip Facilities, will prorate between be allocated pro rata per diem for the tax year that includes the date of the Closing, with Seller liable for such items to the extent they are allocable to the period prior to the date of the Closing and Purchaser liable for such items to the extent they are allocable to periods beginning with and subsequent to the date of the Closing: (a) Property Taxes on or with respect to the Assets. (b) Rents, additional rents, Taxes, to the extent normally adjusted in connection with similar transactions, and other items payable by Seller under the Real Property Leases and the Business Contracts. (c) The amount of rents, Taxes and charges for sewer, water, telephone, electricity and other utilities relating to the Real Property and the real property subject to the Real Property Leases. (d) All other items (excluding other Taxes) normally adjusted in connection with similar transactions. Except as otherwise agreed by the parties, in Cash, to the Close net amount of Escrow, an amount calculated by multiplying all such prorations will be settled and paid on the Total Sales Percentage by each date of the following: Closing. At least ninety (a90) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate days prior to the Close Closing Date, Seller will provide Purchaser with a reasonably detailed schedule showing a calculation of Escrowthe estimated prorations as if the Closing were occurring on such date. All rental payments If the Closing shall occur before a real estate Tax rate is fixed, the apportionment of Taxes shall be based upon the Tax rate for the preceding year applied to the latest assessed valuation and such Taxes shall be reprorated upon the request of Seller, on the one hand, or Purchaser, on the other hand, made within sixty (60) days after the date that the actual amounts become available. Seller and Purchaser agree to furnish each other with such documents and other tenant charges records as may be reasonably requested in order to confirm all adjustment and additional rents received by Buyer from a tenant after the Closing Date shall be applied first proration calculations made pursuant to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the Closing and shall not be deemed merged into any instrument delivered at ClosingSection 1.06.

Prorations. Escrow Holder 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, for such items); operating expenses which are reimbursable by the parties, in Cash, tenants for the period prior to the Close 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 Escrow11:59 p.m. on the date prior the Closing Date, an amount calculated by multiplying and credited to the Total Sales Percentage by each balance of the following: (a) 2012 statecash due at Closing. Utilities, Countyincluding water, city sewer, electric, and special district (if any) real property taxes, special taxes and assessments for the Project gas shall be prorated at Closing based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes most recent ascertainable data. Seller shall pay at Closing the bills therefor for the 2012 tax year calculated using period to and including the total assessed value provided 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 such utilities (so long as no more than thirty (30) days in advance in the 2012 First Pass Assessment (i.e.ordinary course of business), $25,953,750) 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 Purchaser and the effective tax rate Seller may accomplish the transfer of utility accounts by arranging for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior a change of address on utility billing accounts to the Close of EscrowPurchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. All rental payments Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and other tenant charges and additional rents received by Buyer from a tenant after which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. Seller shall use good faith efforts to collection costs and then deliver any information regarding special assessments to the most recently accrued obligation Purchaser within fifteen (15) days of Seller's receipt of such tenantinformation. After application as set forth above, Buyer shall remit If the amount of any of the items to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americabe prorated is not then ascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available 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 re-prorated when the information is available. If any items extent to be adjusted which they are not determinable at Closing (includingable to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties, but not limited to, items set forth in this Article 5), only to the adjustment shall be made subsequent 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 described in this Agreement shall be deemed final as prorated on the Closing Date, except as to (a) delinquent rent referred to in Paragraph 13.2 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. 13.2. For a period of ninety (90) days following the final determination Closing Date, all basic rent paid following the Closing Date by any tenant of 2012 taxes the Properties who is indebted under a Lease for basic rent for any period prior to and assessments for including the Project (Closing Date after the “Final Adjustment 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. 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 its best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. 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. The provisions 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 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 the cost of performing Seller's audit. After the Closing, in no event shall Seller attempt to evict a tenant through any manner. Paragraph 13.2 of this Article 5 and the obligations of Sellers and Buyer hereunder 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 deemed merged into replaced in due course and within the license period specified above. In the event that the publication close date for any instrument delivered 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. Escrow Holder will prorate between the parties, in Cash, 4.8.1. All collected rents and other income (including pet deposits and advance rentals) and all operating expenses with respect to the Close of EscrowProperty for the month in which the Closing occurs, an amount calculated by multiplying and real estate and personal property taxes and other assessments with respect to the Total Sales Percentage by each Property for the year in which Closing occurs, shall be prorated as of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for close of business of the Project based day immediately preceding the Closing Date. Rent collected by Purchaser on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant or after the Closing Date Date, shall be applied first to collection costs and any current rent due, with any additional amount applied then to pay any arrearages (in inverse order/most recent arrearages paid first) and 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 most recently accrued obligation of Closing, a statement indicating such tenant. After application as set forth above’s corresponding arrearages, Buyer shall remit if any, with respect to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional any unpaid rents received after the Closing Date attributable to periods the period prior to the month of Closing. All rent collected by the Seller prior to the Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made rental periods subsequent to the Closing (i.e., prepaid rent), shall be paid to Purchaser at Closing. If the amount of any item to be adjusted is not ascertainable on the Closing Date, the item shall be prorated by the Purchaser and Seller based on the best available information. Those items shall be reprorated as promptly after the Closing as possible. Any errors or omissions in computing the prorations at the Closing shall be corrected promptly. The obligation to 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 thirty ten (3010) days following of the final determination reproration. 4.8.2. If the Closing occurs before the tax ▇▇▇▇ for the year of 2012 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 assessments 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 (the “Final Adjustment Date”). The provisions in its own name commencing as of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive 12:01 a.m. on the Closing Date. Seller shall be responsible for all utility charges accrued prior to the Closing Date and Seller shall receive a refund of all utility deposits and insurance premiums. If a change in utility service cannot be deemed merged into any instrument delivered at Closingeffected on the Closing Date, utility charges will be estimated and prorated as provided in Section 4.8.1.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateRents, Countyincluding, city and special district (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, special taxes and assessments for annual taxes (but not special assessments) shall be prorated based upon 110% of the Project based most recent ascertainable ▇▇▇▇ and promptly reprorated upon receipt of an actual ▇▇▇▇); water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the latest information available basis of the period covered); common area maintenance charges and amounts payable to Escrow Holder the 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 other income and expenses of the operation and maintenance of the Property (including, without limitation, expenses prepaid by Seller with respect to which Seller shall receive a 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., $4,205,805 real property taxes Buyer is entitled to the income and responsible for the 2012 tax year calculated using expenses of the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011day of Closing), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date basis of a three hundred sixty-five (as defined below365) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth aboveday year; provided, however, that any rent received from real estate taxes, including the United States current payments of Americathe Nicollet Mall Special Assessment, payable directly by tenants to the Department of Homeland Security governing taxing authorities or reimbursable by tenants after Closing shall not be prorated. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and Department of Justiceother expenses, and Internal Revenue Service Department of Treasuryfree rent and other concessions, Bureau of Alcohol, Tobacco as provided in Section 7.3. All rents and Firearms other sums collected after the Closing shall be applied and paid as provided in this Section 8.5(a). Any payment received after Closing shall be deemed a payment due after the Closing until the tenant or other payor is current in its post-Closing obligations, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller. Seller retains the right to collect any such rents and other sums from tenants 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 payment 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 prior monthcalendar 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 outstanding 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 dueunder 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 example (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 prorations made cash security deposits held by Seller under this Agreement Leases (plus any interest thereon accrued prior to the date of Closing, if required by law or contract) shall prove to be incorrect for any reason, then any party credited against the Purchase Price (and Seller shall be entitled to an adjustment retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to correct the sameProperty to the extent such deposits are assignable to Buyer and are so assigned or credited to Buyer at Closing. Any item which Buyer shall cause all utilities to be transferred into Buyer’s name and account at the 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 finally prorated because 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 unavailability of information Closing Date, then the same shall be tentatively prorated 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 the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment such subsequent proration(s) or credits shall be made subsequent pay said sum to the Closing other party within thirty (30) days following 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 rate of ten percent (10%) per annum. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants and other payors from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. Any tax refund received by Buyer or Seller after Closing (net of third party costs incurred in obtaining such refund) shall be paid to the 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 Title 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 determination amount of 2012 taxes percentage rent is determined, the parties shall reprorate, and assessments for the Project party owing the other shall promptly remit the amount owed no later than fifteen (15) days after the “Final Adjustment Date”). reproration is determined. (d) The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder 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 and 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-called “New York” style closing; (4) Purchaser shall have received the 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 the First Mortgage Loan, pursuant to documents reasonably acceptable to Seller, Buyer 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 Deposit shall be deemed merged into promptly delivered to Buyer by Title Company and, upon receipt thereof by Buyer, neither party shall have any instrument delivered at Closingfurther claim against the other by reason of this Agreement, except as otherwise specifically provided herein.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateRents, Countyincluding, city without limitation, percentage rents, and special district (all other income from the operation of the Property, if any) , and any additional charges and expenses payable by tenants under Leases, and assessments and charges payable to and collectable by the owner of the Property under the Property Declarations, all as and when actually collected; real property taxes, special taxes and assessments for the Project (based on Title Company estimates, in the latest information available to Escrow Holder (i.e., $4,205,805 event that real property taxes for the 2012 tax year calculated using of Closing are not fully ascertained as of the total assessed value provided Closing Date) and assessments (on a cash basis); water, sewer and utility charges; and amounts payable under any Service Contracts to be assumed by Buyer at Closing; and any other ordinary and recurring expenses of the operation and maintenance of the Property and with respect to which Seller shall receive a credit at Closing in the 2012 First Pass Assessment amount of the prepaid or unamortized portion thereof), shall all be prorated as of 12:01 a.m. on the date of Closing (i.e., $25,953,750) Buyer is entitled to the income and responsible for the effective tax rate expenses of the entire day of Closing and all subsequent periods, and Seller is entitled to the income and responsible for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder attributable to prorate all periods prior to the Close day of EscrowClosing), on the basis of a 365-day year. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions for which Buyer is responsible, as provided in Section 7.2. All rental payments rents and income collected after the Closing shall be applied and paid as provided in this ‎Section 8.5(a). Buyer shall have no obligation to Seller to collect any such unpaid rents or other charges (but agrees to invoice same to the applicable tenant as otherwise provided below), and all rents and other charges collected shall be first applied to current rents and charges due, next to rents and charges past due (in reverse order to which they become past due) for the period after the Closing Date through the then current rent period, and lastly to rents and charges past due for the period prior to the Closing Date. If a tenant charges shall specifically designate a payment as being attributable to, or if it is readily ascertainable that a payment received from a tenant is attributable to a specific period of time or for a specific purpose, including, without limitation, for operating expenses or real estate tax payments which were not paid or were underpaid by such tenant or for reimbursement for work performed by Seller on the tenant’s premises, such payment shall be so applied provided no other amounts payable for the period from and additional rents after Closing are past-due. If there is no such designation or if not so readily ascertainable, any payment received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation deemed a payment of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received rent due after the Closing Date attributable until the tenant is current on rents and sums due under the applicable Lease on or after the Closing, and then such payments shall be paid to Seller to the extent of any rent or other sums owing to Seller for periods prior to the month Closing. For a period of up to ninety (90) days after Closing, Buyer agrees to remit invoices prepared by Seller (in the name of Buyer) in order to ▇▇▇▇ items payable by tenant’s under Leases, but Buyer shall not be required to take any other action to collect such amounts due unless it chooses to take such action and if attributable Buyer may deduct the reasonable apportioned third-party costs of collection from any such amounts collected before remitting the balance due Seller. Seller retains the right to the month of collect any such rents and other sums from tenants after Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that Seller shall have no right to cause any rent such tenant to be evicted, to execute against the assets of such tenant required for operation in the Property, or to exercise any other landlord remedy against such tenant other than to ▇▇▇ for collection. To the extent Seller collects rents and charges for Leases after the Closing Date, Seller agrees to hold all collections in trust, and to promptly turn over such collections to Buyer, and Buyer shall apply such funds between Buyer and Seller in the manner provided herein. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within 180 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, insurance charges or other expenses over a base year amount or expense stop or up to an expense cap, the proration between the parties of the income received from tenants over such base year amount or expense stop or up to an expense cap shall be calculated by multiplying the United States total reimbursement payable by the applicable tenant (after taking into account the applicable base year, expense stop or expense cap) for such applicable billing period by a fraction the numerator of Americawhich is the total expenses incurred by the applicable party (i.e. Seller or Buyer, as applicable) with respect to its applicable period of ownership with respect to such applicable billing items (to which such base year, expense stop or expense cap apply, but without regard to the amount of any base year, expense stop or expense cap amounts), and the denominator of which is the total amount of such expenses for the Property incurred by both Seller and Buyer combined for the entire calendar (or, if applicable, fiscal) year within such billing period and billing items and otherwise in accordance with this ‎Section 8.5(a) (and after taking into account any estimated payments of rent actually collected by Seller and Buyer respectively for their respective period of ownership). By way of illustration but without limiting the foregoing, if: (i) the Closing occurs on June 1, 2016, (ii) during Seller’s period of ownership of the Property during the year 2016 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2016 (214 days), Buyer incurred expenses of $500,000, (iv) total expenses for such year recovered from tenants under Leases is 33 $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 or expense cap on expense reimbursements, the Department proration between the parties of Homeland Security and Department income received from tenants from reconciliations of Justiceexpenses under the Leases shall be calculated by multiplying the total reimbursable expenses for each tenant by a fraction the numerator of which is the total expenses incurred by the applicable party (i.e. Seller or Buyer, as applicable) with respect to its applicable period of ownership with respect to such applicable billing items, and Internal Revenue Service Department the denominator of Treasurywhich is the total amount of such expenses for the Property incurred by both Seller and Buyer combined for the entire calendar (or, Bureau if applicable, fiscal) year within such billing period and billing items and otherwise in accordance with this Section 8.5(a) (and after taking into account any estimated payments of Alcoholrent actually collected by Seller and Buyer respectively for their respective period of ownership). If any Lease is in effect for less than an entire year, Tobacco then such proration and Firearms calculation of expense shall only be with respect to the applicable billing period under the applicable Lease. Notwithstanding the above, (i) any amounts of rent or additional rent due to or from tenants with respect to Leases terminated before the Date of Closing shall be deemed the sole obligation/benefit of Seller, and (ii) any amounts of rent or additional rent due to or from tenants with respect to Leases for which rent first commences on or after the date of Closing shall be the sole obligation/benefit of Buyer and shall not be subject to proration or adjustment under the above provisions. All adjustments set forth above shall be calculated on a tenant by tenant basis. In calculating prorations, no expenses shall be included within the numerator or denominator unless such expenses are reimbursable under the applicable Lease without giving effect to any lease provisions creating a base year, expense stop or expense cap with respect to the total amount of such expenses that are reimbursable to landlord. Notwithstanding anything herein to the contrary, except as provided in the second sentence of this paragraph, Seller shall be solely responsible, at Seller's sole cost and expense, for all tenant reimbursements, payments, credits and reconciliations due tenants for the period prior to Closing based on funds collected by Seller prior to Closing (and for all reconciliation periods prior to the current reconciliation period in which the Closing Date occurs, as applicable), whether such amounts are determined to be payment due as a result of an audit exercisable by a tenant under a Lease that is exercised after Closing or otherwise, and Seller shall indemnify and defend and hold Buyer harmless from and against all costs, expenses, liabilities and credits that may be due or become due to tenants attributable to any such prior periods (and for all reconciliation periods which ended prior to the prior month’s outstanding rent dueClosing Date). In the event any prorations made tenants are due reimbursements, payments, credits or reconciliations attributable to such prior periods prior to Closing and such credits are known to and not disputed at Closing by Seller, Buyer shall receive a credit at Closing against the Purchase Price in the amount of such outstanding reimbursements, payments, credits or reconciliations due tenants and Buyer shall be responsible for paying same due tenants to the extent, but only to the extent, of the credit given Buyer by Seller hereunder at Closing. This provision shall survive Closing without limitation as to time. The amount of any cash security deposits and pre-paid rents attributable to periods following the Closing, if any, held by Seller under this Agreement Leases shall prove to be incorrect for any reason, then any party credited against the Purchase Price (and Seller shall be entitled to an adjustment retain such cash security deposits and such pre-paid rent). Seller will use commercially reasonable efforts (including payment of any reasonable issuer fees not otherwise payable by the applicable tenant) to correct cause any letters of credit held as security deposits to be transferred to, or reissued in, the name of Buyer at Closing. With respect to any such letters of credit held as security deposits that are not so transferred or reissued into the name of Buyer as of Closing, Seller shall continue to hold such letters of credit on behalf of Buyer and shall act as lawfully directed by Buyer following Closing with respect to any such letters of credit; provided, however, that Buyer shall defend, indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs, expenses, obligations and liabilities (including, without limitation, court costs and reasonable attorneys’ fees and disbursements) incurred by Seller arising out of any action taken by Seller with respect to any such letter of credit in accordance with instructions as Buyer may direct. Seller shall receive credits at Closing for the amount of any utility or other deposits with respect to the Property to the extent such accounts are transferred to Buyer and Buyer receives the benefit of same. Any item Buyer and Seller shall cooperate to cause all utilities to be transferred into Buyer’s name and account, or, at the option of either party, to cause Seller’s existing accounts to be closed and to cause a new account to be opened in Buyer’s name, at the time of or immediately upon Closing in which cannot be finally prorated because of the unavailability of information event Seller shall be tentatively prorated on entitled to any refunds of any such utility or other deposits. Notwithstanding any provision above to the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing contrary, utility charges (including, but not limited to, items set forth in this Article 5water rates and sewer charges or rentals), if metered shall not be apportioned at Closing, but Seller shall cause all utility meters to be read not more than two (2) days before Closing Date, and Seller agrees to pay promptly after receipt all utility bills and charges accruing up to and including the adjustment day preceding the Closing Date and Buyer agrees to pay all charges from and after Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits are based on estimates, or cannot be calculated accurately on the Closing Date, or in the case of rents or other charges received from tenants or other assessments due to or payable by the owner of the Property under the Property Declarations, such amount have not been collected, then the same shall be made calculated as soon as reasonably practicable after the Closing Date, or the date actual amounts or known, or the date such amounts have been collected, as applicable, 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 Closing other party within thirty (30) days following thereafter. Any amounts not paid within such thirty (30) days after written demand by the final determination of 2012 taxes and assessments other party (or any other amount due by one party to the other for the Project period after Closing under this Agreement not paid within thirty (30) days after demand by the party to who payment is owed) shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the “Final Adjustment Date”Money Rates” column or section of The Wall Street Journal as being the base rate on corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants or third parties under the Property Declarations (but subject to proration hereunder) prior to or from and after Closing and to the manner in which such payments were applied, and shall make their books and records available for inspection by the other party during ordinary business hours upon reasonable advance notice. (b) All title charges (including survey coverage and other endorsements and reinsurance charges to the Title Policy and the lender’s title policy, but excluding the basic premium for the Title Policy), survey costs and recording fees shall be paid by Buyer at Closing. Seller shall be responsible for the basic premium for the Title Policy. Any escrow or closing fees shall be split equally between Seller and Buyer. The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. (c) Any percentage rent received in the year in which Closing occurs shall be prorated based upon the number of days of Seller’s and Buyer’s respective ownership of the Property, regardless of whether such sales occur during the portion of the lease year allocable to Seller’s and Buyer’s respective ownership of the Property. (d) The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder Section 8.5 shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateThe following shall all be prorated as of 12:01 a.m. on the date of Closing, Countyon the basis of a 365-day year: (i) rents, city and special district (all other income from the Property, if any, including, without limitation, any additional charges and expenses payable under the Leases, if any, all as and when actually collected (whether such collection occurs prior to, on, or after the Closing Date); (ii) real property taxes, special taxes and assessments for the Project based year in which the Closing occurs, (iii) water, sewer and utility charges, (iv) amounts payable under any service contracts Buyer assumes at Closing for the month in which the Closing occurs and prior months, (v) annual permits (to the extent same are assigned to Buyer at Closing) and/or inspection fees (calculated on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for basis of the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011period covered), (b) rental payments, other revenues and expenses and (cvi) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior expenses relating to the Close operation and maintenance of Escrowthe Property. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit include all rent arrearages, if any, on Buyer's monthly invoices or ▇▇▇▇▇▇▇▇ to tenants and promptly deliver to Seller on the Final Adjustment Date (as defined below) any such rent arrearages that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable relate to periods prior to the month of Closing, Closing if and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth abovewhen collected by Buyer; provided, however, that any rent rents received from delinquent tenants after the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms Closing Date that are designated for periods after Closing shall be deemed applied first against tenant's current rent due and then against any delinquent rents. The amount of any security or other deposits required to be payment for returned to tenant's under the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reasonLeases by Seller, then any party if any, shall be entitled to an adjustment to correct credited against the samecash portion of the Purchase Price; accordingly, Seller shall retain the deposits and Buyer shall be responsible for handling such deposits in accordance with the Leases and applicable law. Any item which Seller shall retain all utility deposits, if any. Seller and Buyer hereby agree that if any of the aforesaid prorations cannot be finally prorated because of calculated accurately on the unavailability of information Closing Date, then the same shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing calculated within thirty (30) days following after the Closing Date, or as soon as sufficient information is available to permit the parties to accurately calculate such proration(s), and either party owing the other party a sum of money based on such subsequent proration(s) shall pay said sum to the other party within ten (10) days after such calculation is made; provided, however, that the tax proration referenced in Section (ii) herein shall be final determination as of 2012 the date of Closing. Seller shall be responsible for payment in full of all real estate taxes and assessments for years prior to the Project Closing. (b) Seller shall pay the “Final Adjustment Date”)premium for the Title Policy except for that portion to delete the so-called "survey exception." Buyer shall pay all expenses associated with the performance of Buyer's due diligence pursuant to Section 2.1 above. The provisions Escrow fees and recording charges and any other expenses of the escrow for the sale shall be split equally between Buyer and Seller. Buyer shall pay the costs of the execution and filing of the Deed. All costs and charges described in this Article 5 and the obligations of Sellers and Buyer hereunder paragraph shall survive be paid at Closing. Any bills received after the Closing and not previously prorated in escrow shall not be deemed merged into divided as provided herein, and shall be paid promptly upon receipt of a ▇▇▇▇ therefor, and any instrument delivered at Closingand all other costs and expenses relating to the purchase and sale transaction contemplated hereby shall be paid by the party incurring same.

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses, such as trash removal, heating, ventilation and air conditioning service and maintenance contracts; real and personal property taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the partiesClosing Date, in Cash, to and credited or debited against the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each balance of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available cash due at Closing. Assessments payable in installments which are due subsequent to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to ascertainable, the adjustments thereof shall be on the basis of the most recently accrued obligation of such tenant. After application as set forth aboverecent ascertainable data, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closingthan real estate taxes, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms which shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of 105% of the best data then available and re-prorated aggregate 1995 real estate taxes. Additionally, Purchaser shall receive a credit of $35,000.00 as "rent concessions" at Closing. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. If, as of the Closing Date, any rent is in arrears for the period prior to the calendar month when the information is availableClosing occurs, then the first rent collected by Purchaser shall be applied to current rents and then towards subsequent delinquent rent. If any items to be adjusted are not determinable at on the Closing (includingDate rent is in arrears only for the calendar month when the Closing occurs, but not limited to, items set forth in this Article 5), then the adjustment first rent collected by Purchaser shall be made subsequent apportioned between Seller and Purchaser. Any amounts due to Seller shall be paid by Purchaser to Seller within 10 days of receipt of such amounts. Any amounts collected by Purchaser pursuant to this Paragraph are hereinafter collectively referred to as the "Post Closing Receipts". Within 120 days after the Closing within thirty (30) Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first 90 days following after the final determination Closing Date. Upon the delivery of 2012 taxes the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and assessments for not previously delivered to Seller in accordance with the Project (the “Final Adjustment Date”)terms hereof. The provisions Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateAs applicable, County, city and special district (if any) general real property estate taxes, special assessments, homeowner's association dues, condominium association dues, condominium fees, utility payments and other items that are customarily prorated shall be prorated with respect to the Properties at the Closing. In the event that final bills (including but not limited to real estate tax bills) are not available or cannot be issued prior to Closing for any item being prorated then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing, but in no event later than three hundred sixty-five (365) days after Closing. Payments in connection with final adjustment shall be due within thirty (30) days of written notice. (b) All prorations are final unless otherwise indicated in this Agreement. (c) If the amount of the current real estate taxes and assessments for the Project based Properties is not ascertainable at the time of closing, said taxes and assessments shall be prorated on the latest information available to Escrow Holder (i.e.basis of the most recent ascertainable real estate taxes and assessments, $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues parties shall reprorate the taxes and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to assessments when the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date actual bills therefor shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth aboveissued; provided, however, that if any rent received from the United States of AmericaProperty is not assessed as a separate parcel for tax purposes, the Department of Homeland Security then (a) taxes and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms assessments attributable to Property shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to based upon an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent amount equal to the Closing within thirty (30) days following the final determination of 2012 most recent ascertainable taxes and assessments for the Project (tax parcel of which such Property is a part multiplied by a fraction the “Final Adjustment Date”). The provisions denominator of this Article 5 which shall be the total number of square feet in the tax parcel of which such Exercised Lot is a part and the numerator of which shall be the number of square feet in such Property, and (b) said taxes and assessments shall be reprorated when the actual separate bills for such Property shall be issued. (d) If, at the time of Closing, the Property is not being treated as a separate tax parcel, then, within thirty days after Closing, the parties shall file the necessary petitions and applications to have the Property assessed as a separate tax parcel. (e) The obligations of Sellers and Buyer hereunder set forth in this subparagraph (E) shall survive the Closing and shall not be deemed merged into any instrument delivered at Closing.

Prorations. Escrow Holder 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will prorate between be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the partiesamount of 5%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for such items); operating expenses which are reimbursable by the tenants for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate period prior to the Close of Escrow. All rental payments Closing Date less any amount previously paid by the Tenants shall be credited to Seller; and other tenant charges similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and additional rents received by Buyer from a tenant after credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be applied first paid by Purchaser. If the amount of any of the items to collection costs and be prorated is not then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of Americaascertainable, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms adjustments thereof shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data then available and re-prorated when the information is availablemost 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 ▇▇▇al except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. All rents collected by Purchaser shall first be applied to current rent due from the applicable tenant and then to any items to be adjusted are not determinable rent in arrears for said tenant at Closing (including, but not limited to, items set forth in this Article 5), the adjustment shall be made subsequent to the Closing within thirty (30) days following the final determination of 2012 taxes and assessments for the Project (the “Final Adjustment Date”"Delinquent Rent"). The provisions Purchaser shall use its best efforts to collect all amounts which, upon collection, would constitute Delinquent Rents hereunder to Seller. Seller retains the right to conduct an audit, at reasonable times and upon reasonable notice, of Purchaser's books and records to verify the accuracy of the Delinquent Rents reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Delinquent Rents and the cost of performing Seller's audit. Paragraph 12.2 of this Article 5 and the obligations of Sellers and Buyer hereunder Agreement shall survive the Closing and shall not be deemed merged into any instrument delivered at Closingthe delivery and recording of the deed.

Prorations. Escrow Holder will prorate between the parties, in Cash, to the Close of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 stateSeller and Purchaser agree to adjust, Countyas of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), city and special district the following (if anycollectively, the “Proration Items”) real estate and personal property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder year in which Closing occurs, utility bills (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011except as hereinafter provided), collected Rentals (subject to the terms of (b) rental paymentsbelow), other revenues 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 (c) any other items 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 Buyer mutually instruct Escrow Holder submitted to prorate Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Close Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of Escrowmaking the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. All rental payments and other tenant charges and additional rents received The preliminary proration shall be paid at Closing by Buyer from Purchaser to Seller (if the preliminary prorations result in a tenant after 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 Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of AmericaTime, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall prorations will be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated at Closing on the basis of the best data evidence then available and available; thereafter, when actual figures are received, re-prorated when prorations will be made on the information is availablebasis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. If any items No prorations will be made in relation to be adjusted are not determinable at Closing insurance premiums (including, but not limited to, items set forth in this Article 5except 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 adjustment Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. 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 subsequent to the Closing within thirty by Purchaser and Seller on or before November 30, 2016 (30) days following the final determination of 2012 taxes and assessments for the Project (herein, the “Final Adjustment Proration Date”). The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall Section 10.4 will survive the Closing until the Final Proration Date has occurred, 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. Notwithstanding anything to the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Seller 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 collect Delinquent Rentals from current Tenants of the 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 (the “Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the Closing Time. 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 then to prior delinquencies owed by Tenant to Seller. Seller shall not be deemed merged into 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 instrument delivered at Closingsums collected by Seller and due Purchaser will be promptly remitted to Purchaser.

Prorations. Escrow Holder will prorate All revenues, income, receiv ables, costs, ex▇▇▇▇▇s and payables of the Property shall be apportioned equitably between the parties, in Cash, to the Close parties as of Escrow, an amount calculated by multiplying the Total Sales Percentage by each of the following: (a) 2012 state, County, city and special district (if any) real property taxes, special taxes and assessments for the Project based on the latest information available to Escrow Holder (i.e., $4,205,805 real property taxes for the 2012 tax year calculated using the total assessed value provided in the 2012 First Pass Assessment (i.e., $25,953,750) and the effective tax rate for 2011), (b) rental payments, other revenues and expenses and (c) any other items Seller and Buyer mutually instruct Escrow Holder to prorate prior to the Close of Escrow. All rental payments and other tenant charges and additional rents received by Buyer from a tenant after the Closing Date shall be applied first to collection costs and then to the most recently accrued obligation of such tenant. After application as set forth above, Buyer shall remit to Seller on the Final Adjustment Date (as defined below) that portion of rentals and other tenant charges and additional rents received after the Closing Date attributable to periods prior to the month of Closing, and if attributable to the month of Closing, Seller’s share thereof in accordance with the proration set forth above; provided, however, that any rent received from the United States of America, the Department of Homeland Security and Department of Justice, and Internal Revenue Service Department of Treasury, Bureau of Alcohol, Tobacco and Firearms shall be deemed to be payment for the prior month’s outstanding rent due. In the event any prorations made under this Agreement shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment to correct the same. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the best data actual number of days in a particular month, and with respect to the items enumerated below where a particular manner of apportionment is provided, then available and re-prorated when the information is available. If any items to be adjusted are not determinable at Closing (including, but not limited to, items set forth in this Article 5), the adjustment apportionment of such item shall be made subsequent in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the Closing within thirty following items shall be so apportioned: (30i) days following the final determination Monthly rents and percentage rent and "passthroughs" of 2012 real estate taxes and assessments for the Project (the “Final Adjustment Date”)operating expenses due from occupancy tenants under Tenant Leases, as and when collected. The provisions of this Article 5 and the obligations of Sellers and Buyer hereunder shall survive the If at Closing and there are any past due rents or charges owed by occupancy tenants, they shall not be deemed merged prorated until received; Purchaser shall include such delinquencies in its normal billing and shall 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 Tenant Lease). 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 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 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 instrument delivered 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 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). 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 lease entered into on or after the Closing Date. (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 transfer all such utility services to its name and 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 management and operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums.