Common use of Prorations Clause in Contracts

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessmentsAssessments, personal property current standby fees, taxes, if anyrents under the Tenant Leases for the month of Closing, rental income and operating costs shall be prorated to the Closing Date. Similarly, all amounts due under the Service Contracts and all other items of income and expense with respect to the Property operating expenses shall be prorated between as of the date of the Closing such that Seller bears all expenses thereof arising prior to Closing and Buyer assumes and is responsible for all expenses thereunder arising from and after Closing. All other income and ordinary operating expenses of the Property, including, but not limited to, public utility charges shall be prorated as of the Closing Date. Income and expenses for the Property shall be prorated on the basis If any rents are delinquent as of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). shall not be prorated but Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable make a good faith effort to collect the Sony Lease which Seller has not paid on or prior to same following the Closing Date; in this regard, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated rents collected from tenants delinquent as of the Closing Date shall be made in escrow applied first to rents accruing under such tenant’s lease for the period after Closing until the same are paid current and any excess shall be remitted to Seller until the amount delinquent as of Closing has been paid to Seller. If the actual amount of any expenses or taxes are not known as of Closing, the parties shall prorate such items based on the best information available to them as of Closing Date. All other prorations, and adjustments to initial estimated prorations, an adjustment shall be made by between them following Closing in cash upon the parties with due diligence and cooperation within 30 days following request of either made after the Closing Date, or such later time as may be actual amounts are known. Seller shall also provide buyer a credit against the Sales Price for all security deposits required to obtain necessary information for proration, by immediate cash payment be returned to tenants under the Tenant Leases (to the party yielding a net credit from such prorations from extent not previously applied by Seller or refunded by Seller). Promptly following Closing, Buyer shall complete the other party. (c) On or prior Tenant Notice letters, deliver them to the Closing Datetenants, and provide Seller evidence thereof. Seller reserves the right to deliver a Tenant Notice letter to each tenant. The provisions of this section shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonyexpressly survive Closing. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real Sellers and Purchaser agree to adjust, as of 12:01 a.m. on the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between Seller set forth on a preliminary closing statement to be prepared by Sellers and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) at least two (2) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Sellers will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Sellers on or before June 30, 2022 (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until Final Proration Date, and in the month and 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 basis Closing Statement for the prorated amount (as of the accrual method Closing Time) of accounting. All items of income all Rentals previously paid to and expense for the Property collected by Owner LLC and attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the any period following the Closing Time. After the Closing-Date shall , Owner LLC will cause to be credited paid or turned over to Purchaser all Rentals, if any, received by Owner LLC after Closing and debitedproperly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, respectivelyparking 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 Buyer. Buyer shall be credited the extent the same exceeds any expense stop specified in escrow with (i) any portion of deposits made by Sony with respect 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 Property held by Seller and landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are refundable governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall Time and payment thereof has not be entitled to any interest on deposits been made by Sony or prepaid rent accrued on or before the Closing DateTime; provided, except for any interest required however, that deferred rent amounts documented by Owner LLC and Tenants in amendments to be paid Tenant Leases which relate to Sony under Applicable Law or pursuant periods prior to the terms Closing Time but are not due and payable until after the Closing Time (i) shall not be considered Delinquent Rentals, (ii) shall not be payable to Owner LLC as and when received by Purchaser following Closing and (iii) shall become the sole property of Purchaser at the Sony LeaseClosing. Seller shall Delinquent Rentals will not be credited in escrow with any refundable deposits prorated. Until the earlier to occur of (i) the date that is six (6) months after Closing or bonds held by any utility(ii) June 30, governmental agency or service contractor 2022, Purchaser agrees to use good faith collection procedures with respect to the Property (collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to the extent the same are assignable collect any such amounts and assigned will not be required to Buyer in connection with the sale conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Owner LLC by Tenants of the Property. Owner LLC shall have the right to pursue Delinquent Rentals after Closing. With respect to any Delinquent Rentals received by Purchaser prior to the Final Proration Date (the “Delinquent Rental Proration Period”). Buyer , Purchaser shall be credited in escrow with pay to Owner LLC any leasing commissions, other allowances rent or leasing costs (collectively, "Leasing Costs") payment actually collected during the Delinquent Rental Proration Period properly attributable to the Sony Lease which Seller has not paid on or period prior to the Closing Date, and Time. All sums collected by Purchaser during the budgeted amount Delinquent Rental Proration Period from such Tenants (excluding Tenant payments for Operating Expense Recoveries attributable to the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce period prior to the Closing Date a schedule 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 prorations which shall be payable to and belong to Owner LLC in all events, notwithstanding anything herein to the contrary) will be made on and applied first to amounts currently owed by such Tenants to Purchaser (including Delinquent Rentals attributable to the period after the Closing Date pertaining Time), then any collection costs of Purchaser related to the Property as complete such Tenants, and accurate as reasonably possiblethen to prior delinquencies owed by such Tenants to Owner LLC. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date Owner LLC shall be made entitled to institute legal actions to pursue Delinquent Rental after Closing, but in escrow on the Closing Dateno event shall Sellers be permitted to institute eviction proceedings against any Tenant. All other prorationsAny sums collected by Purchaser and due to Owner LLC will be promptly remitted to Owner LLC, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due collected by Owner LLC and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony Purchaser will be promptly remitted to waive the benefit of the Proposition 13 Provision of the Sony LeasePurchaser.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the 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 making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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 Non-Contingent Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before the last day of the Survival Period (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until the Final Proration Date, and in the month and 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. (b) Purchaser will receive a credit on the basis Closing Statement for the prorated amount (as of the accrual method Closing Time) of accounting. All items of income all Rentals previously paid to and expense for the Property collected by Seller and attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the any period following the Closing Time. After the Closing-Date shall , Seller will cause to be credited paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and debitedproperly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, respectivelyparking 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 Buyerthe extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect Rentals are “Delinquent” if they were due prior to the Property held by Seller Closing Time and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall payment thereof has not be entitled to any interest on deposits been made by Sony or prepaid rent accrued on or before the Closing DateTime. Delinquent Rentals will not be prorated. Until the end of the Survival Period, except 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 interest such amounts and will not be required to be paid conduct lock-outs or take any other legal action to Sony under Applicable Law 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 as more specifically set forth below. With respect to any Delinquent Rentals received by Purchaser within the Survival Period, Purchaser shall pay to Seller any rent or pursuant payment actually collected during the Survival Period properly attributable to the terms period prior to the Closing Time. All sums collected by Purchaser during the Survival Period from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the Sony Leasecontrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be credited entitled to institute legal actions to pursue Delinquent Rental after Closing, but in escrow with no event shall Seller be permitted to institute eviction proceedings against any refundable deposits or bonds held Tenant. Any sums collected by any utility, governmental agency or service contractor with respect Purchaser and due to the Property (Seller will be promptly remitted to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing DateSeller, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable collected by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony Purchaser will be promptly remitted to waive the benefit of the Proposition 13 Provision of the Sony LeasePurchaser.

Prorations. The following shall be adjusted between Seller and Purchaser: i. Proration Items. Seller and ▇▇▇▇▇▇▇▇▇ agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (athe “Closing Proration Time”), the following (collectively, the “Proration Items”): (i) Real real estate and personal property taxes and assessments, personal property (ii) utility bills (except as hereinafter provided), and (iii) collected Rentals (subject to the terms of Section 8.e(iii) below), (iv) operating expenses payable by the owner of the Property, and (v) all payments required to be made by the tenant under the Lease for ad valorem taxes, if anyinsurance, rental income common area maintenance and/or other operating expenses of the Property (“Reimbursable Tenant Expenses”) in accordance with Section 8.e(iv) below. Seller will be charged and credited for the amounts of all other items of income and expense with respect the Proration Items relating to the Property period up to and including the Closing Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Proration Time. Such preliminary estimated Closing prorations shall be prorated between set forth on a closing statement to be prepared by ▇▇▇▇▇▇ and submitted to Purchaser for Purchaser’s approval prior to the Closing Date. The Closing Statement, once agreed upon, shall be signed by ▇▇▇▇▇▇▇▇▇ and Seller and Buyer delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for , the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number of days in the month figures, and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall a final cash settlement will be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by between Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing DatePurchaser. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of No prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall will be made in escrow on the Closing Date. All other prorationsrelation to insurance premiums, and adjustments Seller’s insurance policies will not be assigned to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyPurchaser. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments(i) Rents, personal property taxesincluding, without limitation, percentage rents, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income any additional charges and expenses for payable by tenants under Leases, all as and when actually collected; water, sewer and utility charges; amounts payable under any agreements or documents that are intended to remain in effect after the Property shall be prorated Closing; annual permits and/or inspection fees (calculated on the basis of the actual number period covered); and any other expenses of days 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 which Seller shall receive a credit at Closing in the month 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., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closinga 365-Date shall be credited and debited, respectively, to Buyerday year. Buyer shall be credited pay or reimburse Seller for the tenant improvement costs, leasing commissions, free rent and other concessions, as provided in escrow with (i) any portion of deposits made by Sony with respect Section 7.2 and Seller shall credit Buyer for the tenant improvements costs, leasing commissions, free rent and other concessions, as provided in Section 7.2. Anything herein contained to the contrary notwithstanding, there shall be no proration of real property taxes for the years 2006 or 2007, payable in 2007 and 2008, respectively. Buyer shall purchase the Property held subject to the lien of such real property taxes, shall pay such real property taxes when due with no recourse to Seller. In addition, Buyer agrees not to invoice, or attempt to collect from, any tenant of the Property who is a tenant under a Lease where Seller (rather than some prior owner of the Property) is the landlord for 2006 real property taxes payable in 2007. Seller will furnish the tenants under the Leases with the 2007 budget of expenses prior to December 31, 2006 and the invoices submitted by Seller to the tenants under the Leases for rent and which are refundable to Sony and other amounts due Seller on January 1, 2007 shall reflect the expense shown in the 2007 budget. (ii) rent prepaid by Sony beyond All rents collected after the Closing Dateshall be applied and paid as provided in this Section 8.5(a). If a tenant shall specifically designate a payment as being 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. If there is no such designation, any payment received from a tenant after Closing shall be deemed a payment of rent due after the Closing until the tenant is current on rents and sums due under the 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 Closing. Buyer shall not be entitled use reasonable efforts to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable collect such rents and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony Seller, but shall have no obligation to threaten or pursue any eviction or collection proceedings against any tenant. Seller retains the right to collect any such rents and other sums (including payments due Seller on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account reconciliation of the prior lease 2006 expenses as provided in effect between Seller and Sony. Section 8.5(a) (diii)) On the Closing Datefrom tenants after Closing; provided, however, that Seller shall pay Sony through escrow the amount due have no right to Sony, as agreed between Seller and Sony, in order cause any such tenant to be evicted or to threaten any tenant with eviction or to exercise any other landlord remedy against such tenant other than to ▇▇▇ for Sony to waive the benefit of the Proposition 13 Provision of the Sony Leasecollection.

Prorations. Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (athe “Closing Time”), the following (collectively, the “Proration Items”) Real real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between Seller set forth on a preliminary closing statement to be prepared by Sellers and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number of days figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable relation to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with insurance premiums (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent covered by the same are assignable proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Buyer in connection with the sale of the Property)Purchaser. Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, Final readings and the budgeted amount final ▇▇▇▇▇▇▇▇ for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to utilities will be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated if possible as of the Closing Date shall Time, in which event no proration will be made in escrow on -38- at the Closing Datewith respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). All other prorationsSellers will be entitled to all deposits presently in effect with the utility providers, and adjustments Purchaser will be obligated to initial estimated prorations, 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 by Purchaser and Sellers on or before November 30, 2016 (herein, the parties with due diligence and cooperation within 30 days following “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing Dateuntil the Final Proration Date has occurred, or such later time as may be required and in the event any items subject to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or proration hereunder are discovered prior to the Closing Final Proration Date, Seller the same shall pay be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to Sony any sums owing the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to Sony on account use the following, estimated 2016 real estate taxes and assessments for purposes of the incremental difference' between rent due proration of same at Closing: (x) $470,000.00 for the Shoppes at Parkland Real Property and payable by Sony pursuant to the Sony Lease Shoppes at Parkland Improvements and rent previously paid by Sony on account of (y) $180,000.00 for the prior lease in effect between Seller University Palms Real Property and Sonythe University Palms Improvements. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed) and amounts payable under Service Contracts assumed by Purchaser on an accrual basis. Seller shall pay all amounts due thereunder which accrue prior to the Closing and Purchaser shall pay all mounts accruing on the Closing Date and thereafter. All capital and other improvements (including labor and materials) which are performed or contracted for or by Seller at or prior to the Closing will be paid by the Seller at or prior to Closing, without contribution or proration from 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 Time. Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if anythe 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 of the Closing Time, rental income the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and all other items a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of income Operating Expense Recoveries), and expense 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 Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within sixty (60) days after Closing, provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the tax bills for the Real Property for the year in which Closing occurs. The provisions of this 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 prorated between Seller and Buyer read as of the Closing Date. Income and expenses for the Property Seller shall be prorated on the basis of the actual number of days in the month entitled to recover any and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond any utility company as of the Closing Date. Buyer All charges for utilities shall not be entitled 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 interest on deposits 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 by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required Time. Delinquent Rentals will not be prorated. Purchaser agrees to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor use good faith collection procedures with respect to the Property (collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to the extent the same are assignable collect any Delinquent Rentals payable to Seller and assigned will not be required to Buyer in connection with the sale conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs All sums collected by Purchaser within one (collectively, "Leasing Costs"1) year after Closing from each Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the Sony Lease which Seller has not paid on or period prior to the Closing DateTime 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 the budgeted amount for the Sony Work agreed upon between Buyer and then to prior delinquencies owed by such Tenant to Seller. (b) Buyer and . In no event shall Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and initiate litigation or other legal action after the Closing Date pertaining to the Property as complete pursue collection of Delinquent Rentals. Any sums collected by Purchaser and accurate as reasonably possible. All prorations which can due Seller will be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorationspromptly remitted to Seller, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable collected by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonydue Purchaser will be promptly remitted to Purchaser. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items The following shall be apportioned as of income and expense the Closing Date with respect to the Property shall be prorated between Seller and Buyer as of Property: (i) rents collected under the Closing Date. Income and expenses Leases for the Property shall month of Closing and each Tenant’s portion of operating expenses; (ii) percentage rent payable under the Leases (with any percentage rent received by Purchaser after Closing being allocated and prorated across the entire calendar year in which percentage rent accrued as opposed to only the months in which percentage rent is actually payable or collected); (iii) real property and tangible personal property ad valorem taxes with respect to the Realty and the Personalty for the current year, with any apportionment of such taxes for a tax year as to which either the tax rate or the assessed valuation, or both, have not yet been fixed to be prorated on made upon the basis of the tax rate and/or assessed valuation last fixed; provided that Seller and Purchaser agree that, to the extent the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense taxes for the Property attributable to current year differ from the period through amount so apportioned at Closing, Seller and including Purchaser will make all necessary adjustments by appropriate payments between themselves following Closing; (iv) current expenses under the Closing Date shall be credited Operating Agreements that will remain in effect after Closing; and (v) gas, electricity, water, trash disposal and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony other utility charges with respect to the Property held by Seller and which are refundable to Sony and Realty. (iib) rent prepaid by Sony beyond the Closing Date. Buyer In making such apportionments, Purchaser shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before rents and other income earned and due from the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor Property with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date Purchaser shall be made in escrow on responsible for real property taxes and other expenses accrued or incurred with respect to the Closing Date. All other prorations, and adjustments to initial estimated prorations, such apportionments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing (including the amount of percentage rents due after Closing) and to correct any errors made at Closing with respect to such apportionments and the party receiving more than it was entitled to hereunder shall reimburse the other party hereto in the amount of such overpayment within thirty (30) days after receiving written demand therefor. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustments if no such adjustments have been requested after a period of thirty (30) days from such time as all necessary information is available to make a complete and accurate determination of such apportionments; provided that any prorated percentage rent due to Seller shall be paid to Seller upon receipt without request or demand. All other matters with respect to apportionments shall be governed by the parties with due diligence and cooperation within 30 days following Closing Statement. The provisions of this Section 4.4(b) shall survive the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyClosing. (c) On or prior to the Closing DateAt Closing, Seller shall pay credit to Sony any sums owing to Sony on the account of Purchaser against the incremental difference' between rent due Purchase Price allocable to the Realty any security deposits or prepaid rent, the continuing obligations for which are actually and payable by Sony explicitly transferred to Purchaser at Closing pursuant to the Sony Lease and rent previously paid any Leases executed by Sony on account of the prior lease Seller or Seller’s predecessors in interest, as lessor, which will continue in effect between Seller after Closing, and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller retain all security deposits and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Leaseprepaid rent.

Prorations. Subject to the other provisions of this Section, the items pertaining to the Project that are identified in this Section shall be prorated between the parties on a per diem basis (aemploying the actual number of calendar days in the period involved and a 365-day year) Real estate taxes so that credits and assessmentscharges with respect to such items for all days preceding the Closing Date shall be allocated to Seller, personal property taxesand credits and charges with respect to such items for all days including and after the Closing Date shall be allocated to Purchaser. All prorations not specifically agreed to herein shall be made in accordance with customary practice in the county in which the Project is located. This Section 7.D. shall survive the Closing to the extent provided below. The Purchase Price for the Property shall be subject to prorations and credits as follows to be determined as of 12:01 A.M. on the Closing Date, the Closing Date being a day of income and expense to Purchaser: 1. Rents payable under Tenant Leases. Purchaser shall receive a credit at Closing for all rents collected by Seller prior to the Closing and allocable to the period from and after 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. Any portion of any rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date shall be paid, within thirty (30) days after receipt, to the Seller, but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, rental income shall be paid to Purchaser. Purchaser shall use reasonable efforts for a period of six (6) months after the Closing Date to collect any rent under the Tenant Leases which is past due as of the Closing and all other items of income remit such collections to Seller within thirty (30) days after receipt; provided, however, Purchaser shall not be obligated to sue ▇▇▇ tenants. Any rent collected from a tenant by Purchaser shall be applied first to any past due rents owed to Purchaser and expense with respect second to any past due rents owed to Seller; and any rent collected from a tenant by Seller shall be promptly remitted to Purchaser to the Property extent there are any past due rents owed to Purchaser; provided, however, if Seller uses any special efforts to collect any rent, including filing a lawsuit, any collections by Seller resulting from such special efforts shall be applied first to any past due rents owed to Seller. Seller shall have the right to sue ▇▇▇ants for rent accrued for the period prior to Closing as long as Seller does not sue ▇▇ terminate any Tenant Leases or evict any tenants. 2. Seller shall be entitled to retain all adjustment rent or escalation payments collected under the Tenant Leases and payable for the period prior to Closing for taxes, operating expenses and HVAC charges for the Project, and Purchaser shall retain all such rent or payments payable for the period after Closing. Purchaser shall be responsible for adjusting with the tenants all such payments for the year in which the Closing occurs in accordance with the terms of the Tenant Leases. Upon any final adjustment for the year in which the Closing occurs, Seller shall remit to Purchaser for payment to the tenants any adjustment rent or escalation payments paid to Seller under the Tenant Leases in excess of the amounts due from the tenants for such taxes and expenses, and any amounts due Seller from the tenants shall be promptly remitted to Seller within thirty (30) days after collection from the tenants. Any collections of adjustment rent or escalation payments from tenants shall be applied in the same order as set forth above for base rent. 3. Percentage rents payable under any Tenant Leases shall be preliminarily allocated as of the Closing Date with Seller entitled to any such percentage rents payable for any period prior to the Closing Date and Purchaser entitled to any such percentage rents payable for any period after the Closing Date. Within one hundred twenty (120) days after the end of the fiscal year for each Tenant Lease, Seller and Purchaser shall reprorate such percentage rents based on the portion of the fiscal year for such Tenant Lease during which the Project was owned by Seller and the portion during which the Project was owned by Purchaser, without regard to when during such fiscal year such percentage rents were payable. 4. Real estate taxes imposed in respect of the Project for the current year and to the extent unpaid, for prior years shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property Such proration shall be prorated based on the amount of taxes which would be payable, after any applicable discounts, if the taxes are paid at the earliest possible date, regardless of when such taxes are actually paid. If the amount of any such taxes have not been determined as of Closing, such credit shall be based on the most recent ascertainable taxes and shall be reprorated upon issuance of the final tax bill. ▇eller shall also give Purchaser a credit for any special assessments against the Project which are due and payable prior to Closing. 5. Utilities and fuel, including, without limitation, steam, water, electricity, gas and oil. The Seller shall cause the meters, if any, for utilities to be read the day on which the Closing Date occurs and to pay the bills rendered on the basis of the actual number of days in the month and on the basis of the accrual method of accountingsuch readings. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) If any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.meter

Prorations. (a) Real estate taxes and assessmentsRents, personal property taxesincluding, without limitation, base rents, minimum guaranteed rents, percentage rents, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income any additional charges and expenses for the Property shall be prorated payable by tenants under Leases, all as and when actually collected; real property taxes and assessments; water, sewer and utility charges (if not separately metered and paid by tenants); amounts payable under any Service Contracts that survive Closing or other agreements or documents that survive Closing; annual permits and/or inspection fees (calculated on the basis of the actual number period covered); and any other expenses of days in the month operation and maintenance of the Property, shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closinga 365-Date shall be credited and debited, respectively, to Buyerday year. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and other expenses, and free rent and other concessions, as and to the Property held by Seller and which extent provided in Section 7.2. Delinquent rents or other delinquent sums that are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or due pursuant to the terms of the Sony Leases shall not be prorated. Any prepaid rents attributable to periods from and after the Closing Date shall be transferred to Buyer either directly or by way of a credit against the Purchase Price in favor of Buyer. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant 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. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing shall be deemed a payment of rent and other sums due after the Closing 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 applied to rents and other sums owing for the month in which the Closing occurs, 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 for a period of six (6) months after Closing. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to terminate a Lease, cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant. Without limiting the generality of the immediately preceding sentence, in no event shall Seller commence any legal proceedings against any tenant after the Closing with respect to any matter relating to a Lease. 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 one hundred eighty (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, 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 (or, if applicable, fiscal) 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 occurred on June 1, 2013, (ii) during Seller’s period of ownership of the Property during the year 2013 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2013 (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). The amount of any cash security deposits received by Seller under Leases (and not otherwise forfeited by a tenant in accordance with the terms of a Lease) shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall be credited in escrow with receive credits at Closing for the amount of any refundable utility or other deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent Buyer receives the same are assignable and assigned to Buyer in connection with the sale benefit of the Property)such deposits. Buyer shall cause all utilities to be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to transferred into Buyer's name and account at the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and time of Closing. Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.cause all

Prorations. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the date of the Closing (a) Real the “Proration Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessmentsassessments which are required to be paid for the calendar year in which the Closing occurs, personal property taxesutility bills (except as hereinafter provided), any revenues from rents or other sources (if any), rental income and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all other items of income and expense with respect the Proration Items relating to the Property 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 prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) prior to the Closing (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 making the preliminary proration adjustment at Closing, subject to the final reconciliation after Closing as set forth below. The preliminary prorations 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 amount of Purchase Price funds to be delivered by Purchaser at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. Income and expenses for Proration Time, the Property prorations shall be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations shall be made on the basis of the actual number of days figures, and a final cash settlement shall be made between Seller and Purchaser. No prorations shall be made in the month relation to insurance premiums and on the basis Seller’s insurance policies shall not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities shall be made if possible as of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date Proration Time, in which event no proration shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony required with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Leaseutility bills. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect entitled to the Property (to the extent the same are assignable and assigned to Buyer return of all deposits presently in connection effect with the sale of the Property). Buyer utility providers, and Purchaser shall be credited in escrow obligated to make its own arrangements for deposits with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule utility providers. A final reconciliation of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, Proration Items shall be made by the parties with due diligence Purchaser and cooperation Seller within 30 ninety (90) days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to Closing. The provisions of this Section 10.4 will survive the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonyfor six (6) months. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "CLOSING TIME"), the following (collectively, the "PRORATION ITEMS"): real estate and personal property taxes and assessmentsassessments which are required to be paid for the calendar year in which the Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the Property terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and 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 prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (the "CLOSING STATEMENT"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the month Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within six (6) months of Closing, except to the extent that sufficient property tax or other information is not available at such time to make a final adjustment of Proration Items, in which event such adjustments will be made as soon as reasonably practicable after such information is made available. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2(a) above) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the basis Closing Statement for the prorated amount (as of the accrual method Closing Time) of accounting. All items of income all Rentals previously paid to and expense for the Property collected by Seller and attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the any period following the Closing Time. After the Closing-Date shall , Seller will cause to be credited paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and debitedproperly attributable to any period following the Closing Time. "RENTALS" as used herein includes fixed monthly rentals, respectivelyadditional 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 Buyerthe 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) below. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect Rentals are "DELINQUENT" if they were due prior to the Property held by Seller Closing Time and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall payment thereof has not be entitled to any interest on deposits been made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required Time. Delinquent Rentals will not be prorated. Purchaser agrees to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor use good faith collection procedures with respect to the Property (collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to the extent the same are assignable collect any such amounts and assigned will not be required to Buyer in connection with the sale conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs All sums collected by Purchaser from and after Closing from each Tenant (collectively, "Leasing Costs") excluding Tenant payments for Operating Expense Recoveries attributable to the Sony Lease which Seller has not paid on or period prior to the Closing DateTime 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) will be applied first to current amounts owed by such Tenant to Purchaser and then to prior delinquencies owed by such Tenant to Seller. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller. Notwithstanding the foregoing, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and however, after the Closing Date pertaining to the Property as complete Seller may collect Delinquent Rentals, amounts owed for Operating Expense Recoveries and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations▇▇▇▇▇▇▇▇ for tenant work orders directly from Tenants, and adjustments to initial estimated prorationsprovided, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sonyhowever, in order for Sony no event will Seller have the right to waive the benefit threaten termination of the Proposition 13 Provision of the Sony any Tenant Lease.

Prorations. The following items shall be prorated by Escrow Holder as of the Close of Escrow with respect to each Property acquired by Buyer hereunder: (a) Real estate property taxes with respect to the Land and assessments, Improvements and personal property taxestaxes based upon the latest available tax information shall be prorated to the Close of Escrow, taking into account the obligation, if any, rental income of tenants holding under the Leases to pay such taxes. (b) Rents and all other items receivables under the Leases (collectively, "RENTS") shall be accounted for as follows: (1) Rents due and payable in the month of income and expense with respect to the Property Close of Escrow shall be prorated between Buyer and Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number Rents collected by Seller for such month. (2) Rents and other charges which at Closing are past due (the "DELINQUENT RENTS") shall be collected and applied as follows: For a period of thirty (30) days in after the month Closing, Buyer shall use reasonable efforts to collect Delinquent Rents. Rents and other amounts received by Buyer from a tenant owing Delinquent Rent shall be applied: (A) first, to rents attributable to any period after the Closing which are past due on the basis date of receipt, and (B) then, to Delinquent Rents, which Buyer shall promptly remit to Seller. If within thirty (30) days after the accrual method Close of accounting. All items of income and expense for Escrow Buyer has not collected all Delinquent Rents, Seller shall have the Property attributable right to the period through and including the Closing Date attempt to collect such Delinquent Rents using all remedies available to Seller at law or in equity; provided, however, that Seller shall not cause any Lease to be terminated in Seller's efforts to collect Delinquent Rents. (3) Buyer shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date Seller shall be credited and debited, respectively, to Buyer. Buyer shall be credited charged with any security deposit or advance rentals in escrow with (i) any portion the nature of security deposits made by Sony with respect to tenants under the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing DateLeases, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer previously applied by Seller in connection accordance with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyapplicable Lease. (c) On or prior Utilities, services and operating expenses with respect to the Closing Date, Seller Land and the Improvements shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant be prorated to the Sony Lease Close of Escrow based upon the latest available information taking into account the obligation of tenants under the Leases to pay such utility, services and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonyoperating expenses. (d) On Premiums for casualty and liability insurance shall not be prorated as Buyer will be obtaining its own such insurance upon the Close of Escrow. (e) Interest (at the current pay rate, and not the accrual rate) on the Rancho Downey Loan shall be prorated at the Closing Datethereof. (f) If a Closing occurs other than at the beginning of a calendar quarter, Seller shall agree to pay Sony through escrow to Buyer at the end of such calendar quarter an amount, such that when Seller receives the dividend on the Acquisition Common Stock received at such Closing for such calendar quarter (which dividend shall be paid to Seller regardless of the date during the calendar quarter on which the Acquisition Common Stock is issued to Seller), the difference between the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of dividend and the Sony Leaseamount so paid is equal to the pro-rated amount the Seller would have received if such dividend were payable only for the actual time during such calendar quarter that Seller owned such Acquisition Common Stock. If any errors or omissions are made regarding adjustments and prorations as set forth above, the parties shall make the appropriate corrections promptly upon the discovery thereof.

Prorations. (a) Real Seller and Purchaser shall make at Closing ordinary and ---------- usual prorations, which shall be made as of midnight on the day of the Closing, including prorations for accrued real estate taxes and assessments, personal property taxes, if any, rental income and all other items which are not the responsibility of income and expense with respect to Price Waterhouse under the Property Price Waterhouse Lease (which shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be tentatively prorated on the basis of the actual number of days in most recent ascertainable tax ▇▇▇▇ for the month Project, and on the basis shall be subject to reproration after receipt of the accrual method of accounting. All items of income and expense tax ▇▇▇▇ for the Property attributable to year or years for which a proration adjustment is made), rent under the period through Price Waterhouse Lease, taxes and including expenses not reimbursable by Price Waterhouse under the Closing Date shall be credited Price Waterhouse Lease, security deposits and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow other deposits by or with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall have not be entitled to any interest on deposits made by Sony been prorated or prepaid rent accrued on or before adjusted at the Closing Date, except for and which have not been either paid by or previously deposited with Purchaser, any interest required to be paid to Sony under Applicable Law special assessments which have been confirmed against the Land or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (Building to the extent the same are assignable and not reimbursable by Price Waterhouse under the Price Waterhouse Lease, any payments made or payable under any of the contracts assigned to Buyer in connection and assumed by Purchaser hereunder to the extent such payments are not the responsibility of Price Waterhouse under the Price Waterhouse Lease, any assessments asserted against the Land or the Building by any owners' association or similar organization with control or jurisdiction over any portion of the Project not reimbursable by Price Waterhouse under the Price Waterhouse Lease (based upon a statement of such owners' organization, if any, and if such statement is not available at Closing but thereafter becomes available, the parties agree to make the necessary reprorations) and any other items which are customarily prorated with the purchase and sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable properties similar to the Sony Lease which Seller has not paid on or prior Project located in the vicinity of the Project to the Closing Date, and extent that such items are not the budgeted amount for responsibility of Price Waterhouse under the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Price Waterhouse Lease.

Prorations. (a) Rents and any additional operating expenses payable under the Lease shall be prorated as of 12:01 a.m. on April 1, 2000 (the "Proration Date"), with Seller being responsible for such amounts accruing prior to the Proration Date and Buyer being responsible for the amounts accruing on or after the Proration Date. Notwithstanding the foregoing, Seller shall receive a credit at the Closing in the amount of the Monthly Base Rent (as defined in the Lease), Real estate taxes Property Taxes (as defined in the Lease), and assessmentsoperating expenses due under the Lease for each day on and after April 1, personal property taxes2000 and up to the Closing Date (to the extent such amounts have previously been paid by Seller to KREG or Kilr▇▇) ▇▇d Buyer shall be responsible for paying the Monthly Base Rent, if anyReal Property Taxes, rental income and all operating expenses due under the Lease for each day on and after April 1, 2000 and up to the Closing Date directly to KREG or Kilr▇▇ (▇▇ the extent such amounts have not previously been paid by Seller to KREG or Kilr▇▇, ▇▇cluding, without limitation, Monthly Base Rent for the month of April). The amount of the security deposit under the MPower Sublease shall be credited to Buyer at the Closing, in addition to the Purchase Price. Seller shall receive credits at Closing for the amount of any utility or other items of income and expense deposits with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to BuyerProperty. Buyer shall cause all utilities to be credited transferred into Buyer's name and account at the time of Closing. Buyer is responsible for the payment of all leasing commissions in escrow connection with (i) any portion of deposits made by Sony with respect to the Property held by Seller MPower Sublease and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing DateiXL Sublease. Buyer shall reimburse Seller at Closing for certain tenant improvement costs and building system costs in connection with the tenant improvement work for MPower and iXL in the amount and as more fully set forth on SCHEDULE 2 attached hereto and made a part hereof. Buyer and Seller hereby agree that if any of the aforesaid prorations and credits cannot be entitled to any interest calculated accurately on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to then the same shall be paid to Sony under Applicable Law calculated as soon as reasonably practicable after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) or pursuant credits shall promptly pay said sum to the terms of other party. Without limiting the Sony Lease. foregoing, Seller shall be credited in escrow with any refundable deposits or bonds held by any utilityremain liable for all monetary obligations under the Lease, governmental agency or service contractor with respect to the Property (to the extent the same are assignable MPower Sublease and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease iXL Sublease which Seller has not paid on or accrued prior to the Closing Proration Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Seller shall pay one-half (1/2) of the escrow fee and the costs of obtaining the CLTA portion of the Title Policy. Buyer shall pay the costs of obtaining the ALTA portion of the Title Policy, the cost of any endorsements and one-half (1/2) of the escrow fee. Any other expenses of the escrow for the sale shall be paid by Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property in accordance with customary practice as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made determined by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyTitle Company. (c) On or prior to The provisions of this Section 6.4 shall survive the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonyClosing. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental It is the overall intent of the parties that income and expenses of the Property shall be prorated as of the Closing Date with the intent that Seller will have the benefit of all accrued income, including all rents paid by tenants under the Leases ("Income") and be responsible for all costs, liabilities, capital, operating and other items of income and expense with respect expenses in relation to the Property shall through Closing Date, and Buyer will have the benefit of all Income accrued and be responsible for all costs, liabilities, capital, operating and other expenses in relation to the Property from and after the Closing Date. Ad valorem property taxes and other revenues and expenses of, and impounds, prepayments or deposits affecting or related to, the Property (including rents and other sums due under Leases as hereinafter set forth) will be prorated between Seller and Buyer as of the Closing Date, and any security deposits then held pursuant to Leases will be credited to Buyer. Income and expenses Ad valorem property taxes, with maximum allowable discount for the Property shall early payment, will be prorated on the basis of actual taxes for the actual number year of days in the month and Closing, if known, or otherwise on the basis of the accrual method of accounting. All items of income and expense ad valorem property taxes for the Property attributable to immediately preceding year (based upon the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except maximum discount allowed for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Propertyearly payment). Buyer shall be credited in escrow with any leasing commissionsSpecial assessment liens certified as fully determined and final, other allowances or leasing costs (collectivelyfor which the work has been completed, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall will be made in escrow on the Closing Date. All other prorationspaid by Seller, and adjustments any other pending assessments will be assumed by Buyer. Seller reserves the right to initial estimated prorationscollect any past due rents and other payments and tenant reimbursements under the Leases applicable to Seller's period of ownership (collectively, "Delinquent Tenant Payments") and Buyer agrees to use commercially reasonable efforts to collect such Delinquent Tenant Payments and shall be made by the parties also reasonably cooperate with due diligence and cooperation within 30 days following the Closing DateSeller, or at no expense to Buyer, in Seller's efforts to collect such later time as may Delinquent Tenant Payments; provided, however, that Buyer shall not be required to obtain necessary information commence any legal proceeding or similar proceeding against any delinquent Tenant to collect monies owed to Seller. At the Closing, Buyer shall reimburse Seller for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due of any transferable utility deposits which are transferred to Sony, as agreed between Seller and Sony, in order for Sony to waive or become the benefit property of Buyer at Closing. This Section 9.5 shall survive the Proposition 13 Provision of the Sony LeaseClosing.

Prorations. A. Seller shall pay (ai) Real estate unpaid assessments by Condominium and Homeowner’s Associations which accrued or came due prior to Closing subject to any limitations on Seller’s liability for such assessments under applicable law, (ii) property taxes and assessmentsperiodic assessments secured by the Property which accrued prior to Closing, personal property taxesand (iii) utility or municipal liens secured by the Property which accrued prior to Closing. Seller shall notify Buyer in the event a Condominium or Homeowner’s Association demands an amount which exceeds Seller’s liability to such Association under applicable law. No later than (3) business days after Seller delivers such notice to Buyer, if any, rental income Buyer shall elect to (i) terminate the Agreement and all other items receive a refund of income the ▇▇▇▇▇▇▇ Money Deposit as Buyer’s sole and expense absolute remedy or (ii) proceed with respect the transaction and assume full responsibility for payment of any Association demand to the Property extent such demand exceeds Seller’s liability to the Association under applicable law. NO OTHER PRORATIONS ARE CONTEMPLATED UNDER THIS AGREEMENT, AND BUYER SHALL BE SOLELY RESPONSIBLE FOR ALL EXPENSES SET FORTH IN (9A) BELOW. ANY SUCH AMOUNTS WHICH BY LAW ARE TO BE PAID BY SELLER SHALL BE REIMBURSED TO SELLER BY BUYER AT/OR PRIOR TO CLOSING. If the regular common interest community, unit owner’s homeowner’s or condominium association dues, fees or assessments were paid prior to the date of Closing for a period subsequent to such date, then Buyer shall be prorated between pay to Seller and Buyer as that portion of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property dues, fees, and/or assessment attributable to the period through and including after the Closing Date shall date of Closing. Insurance premiums will not be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, prorated. Seller cannot endorse or assign existing insurance policies (if any) to Buyer. Buyer shall be credited in escrow with (i) , and Seller may cancel any portion of deposits made by Sony with respect to existing insurance on the Property held by Seller as of the date of Closing. Rent and other income under leases of the Property for the month in which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer closing occurs shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller prorated and shall be credited in escrow with any refundable deposits or bonds held the property of and retained by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes Rents and assessmentsother income and maintenance expenses (and, personal property to the extent not paid directly by tenants, taxes, if anyinsurance, rental income utilities, management, service and all other items of income and expense with respect to the Property operating expenses) shall be prorated between Seller and Buyer as of the Closing Date. Rent shall be prorated on the basis of a 30-day month. Income and expenses for the Property shall be prorated on the basis of the actual number of days in a month. All rents and other sums received by Buyer on or after the month Closing Date shall be applied first to rent and other obligations accrued or due on or after the basis Closing Date, then to Buyer's costs of collection, if any, including attorneys' fees, and any excess paid by tenants for rent or other obligations owed prior to the Closing Date shall be paid to Seller, provided that Buyer shall have no obligation to collect delinquent rents for Seller's account. At closing, Buyer shall be allowed a credit against the Purchase Price for all rent and other credits and concessions (except credits and concessions granted by Buyer, if any) due to tenants of the accrual method of accounting. All items of income and expense for the Property attributable allocable to the period through on and including after the Closing Date. (b) All deposits made by tenants of the Property as security for rent, cleaning or any other purpose (whether identified as refundable or non-refundable) and prepaid rents and all interest accrued or due on such sums (whether under applicable law or by agreement) shall, at the sole option of Buyer, be paid to Buyer in cash on the Closing Date or credited against the Purchase Price to be paid by Buyer. (c) All items subject to proration pertaining to the period prior to the Closing Date shall be credited and debited, respectively, to Seller; , and all items of income and expense attributable such prorations pertaining to the period on or following the Closing-Closing Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing DateSeller, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller Title Company shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after as of the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties Buyer and Seller with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. Such cash payment shall be made within ten (10) business days of demand for payment by the party entitled to receive such payment. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessmentsassessments normally billed and collected in the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed), and Pre-Closing Taxes (other than those described above) for the current Tax period or that are not yet delinquent. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the 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 making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in Operating Expense Recoveries), and Seller’s and the month Owners’ insurance policies will not be assigned to Purchaser. Final readings and on the basis final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the accrual method of accounting. All items of income and expense for Closing Time, in which event no proration will be made at the Property attributable Closing with respect to utility bills (except to the period through extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and including Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before the date six (6) months after the Closing Date (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsections (e) and (g) which are governed by Section 3.2), will survive the Closing until Final Proration Date, and in the event any items subject to proration hereunder are discovered prior to Final Proration Date, the same shall be credited 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 debited, respectively, to Seller; all items of income collected by Seller and expense attributable to the any period following the Closing Time. After the Closing-Date shall , Seller will cause to be credited paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and debitedproperly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, respectivelyparking 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 Buyer. Buyer shall be credited the extent the same exceeds any expense stop specified in escrow with (i) any portion of deposits made by Sony with respect 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 Property held by Seller and landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are refundable governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall Time and payment thereof has not be entitled to any interest on deposits been made by Sony or prepaid rent accrued on or before the Closing DateTime. Delinquent Rentals will not be prorated. For a period of six (6) months after Closing, except for Purchaser agrees to use good faith collection procedures with respect to the collection of any interest Delinquent Rentals, but Purchaser will not be required to expend any funds or incur any monetary obligations with respect to such efforts, and shall have no liability for the failure to collect any such amounts and will not be paid required to Sony under Applicable Law conduct lock-outs or pursuant take any other legal 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. 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 terms 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 Sony Leasecontrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be credited entitled to institute legal actions to pursue Delinquent Rental after Closing, but in escrow with no event shall Seller be permitted to institute eviction proceedings against any refundable deposits Tenant or bonds held by to levy against or seize any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale personal property of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid Tenant located on or prior in the Real Property or to the Closing Dategarnish or attach any rentals due under any Tenant Lease. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable collected by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonydue Purchaser will be promptly remitted to Purchaser. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes In respect of the relevant Property, as between Purchaser and assessmentsthe relevant Seller, personal property taxesthe following prorations and adjustments shall be made in cash at Closing, or thereafter if anyPurchaser and the relevant Seller shall agree, rental income and all other items of income and expense with respect to the Property Purchase Price payable in respect of the relevant Property: (a) All city, state and county ad valorem taxes and similar impositions levied or imposed upon or assessed against the Property, hereinafter called the "Taxes", for the year in which Closing occurs shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses In the event the Taxes for such year are not -12- determinable at the Property time of Closing, said Taxes shall be prorated on the basis of the actual number of days best available information with respect to the Taxes anticipated to be levied or imposed for the year in which the month and on Closing occurs (but in no event shall the basis for such proration be less than 105% of the accrual method Taxes levied or imposed for the preceding year upon the Lilburn Lodge), and Seller and Purchaser shall re-prorate the Taxes for such year promptly upon the receipt of accountingthe tax bills for such year and shall make between themselves any equitable adjustment required by reason of any difference between the estimated amount of the Taxes used as a basis for the proration at Closing and the actual amount of the Taxes for such year. All items In the event any of income the Taxes are due and expense payable at the time of Closing, the same shall be paid at Closing. If the Taxes are not paid at Closing, Seller shall deliver to Purchaser the bills for the Taxes promptly upon receipt thereof and Purchaser shall thereupon be responsible for the payment in full of the Taxes within the time fixed for payment thereof and before the same shall become delin- quent; (▇) ▇▇▇ ▇▇ility charges for the Property attributable (including, without limitation, telephone, water, storm and sanitary sewer, electricity, gas, garbage and waste removal) shall be prorated as of the Closing Date, transfer fees required with respect to any such utility shall be paid by or charged to Purchaser, and Seller shall be credited with any deposits transferred to the account of Purchaser; provided, however, that at either party's election any one or more of such utility accounts shall be closed as of the Closing Date, in which event Seller shall be liable and responsible for all charges for service through the Closing Date and shall be entitled to all deposits theretofore made by Seller with respect to such utility, and Purchaser shall be responsible for reopening and reinstituting such service in Purchaser's name, and shall be responsible for any fees, charges and deposits required in connection with such new account; (c) Cash on hand, cash in banks and room revenues or charges due for the period through prior to, and including paid by guests on or before 12:01 a.m. on the Closing Date shall be credited and debited, respectively, belong to Seller; all items of income and expense attributable . Any accounts receivable resulting from room revenues or charges due from guests belonging to the period following the Closing-Date Seller shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held collected by Seller or by Purchaser in the normal course of operating the motel property, and which are refundable remitted to Sony Seller as received, without any obligation on Purchaser of any kind to effect collection or guarantee payment of such receivables; (d) Seller shall pay all payroll charges and the employee benefits for time worked (iispecifically including accrued vacation, sick pay, holiday pay and the like) rent prepaid by Sony beyond employees through 12:01 a.m. on the Closing Date, including all payroll taxes and insurance through the Closing Date. Buyer shall not Purchaser will be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except responsible for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable all payroll and assigned to Buyer all other such expenses in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and Hotels accruing after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow 12:01 a.m. on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.;

Prorations. (a) Real estate taxes and assessmentsRents, personal property taxesincluding, without limitation, percentage rents, if any, rental income and any additional charges and expenses payable by tenants under Leases, all other items of income as and expense with respect to the Property shall when actually collected (except for tenant CAM Charges (as such term is defined below), which will be prorated between Seller and Buyer as at Closing based on estimates of the Closing Date. Income same, all in accordance with the provisions of Section 8.5(b) below); real property taxes and expenses for the Property shall be prorated assessments; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the actual number period covered); and any other expenses of days the operation and maintenance of the Property, but specifically excluding the cost of insurance, (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 which Seller shall receive a credit at Closing in the month 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., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year. The preliminary estimated Closing prorations contemplated by this Section 8.5(a) shall be prepared by Seller and submitted to Buyer for review and approval on or before September 26, 2006. Buyer and its representatives shall be afforded reasonable access to Seller’s books and records with respect to back-up evidence and Seller’s work papers pertaining to such preliminary prorations to confirm the accrual method accuracy thereof. Such prorations, once agreed upon by Buyer and Seller, shall be delivered to the Title Company for purposes of accountingmaking the preliminary proration adjustments at Closing, subject to the final cash settlement provided for below. All items The preliminary proration shall be paid at Closing by Buyer to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Buyer (if the preliminary prorations result in a net credit to Buyer) by increasing or reducing the cash to be delivered by Buyer in payment of income and expense the Purchase Price at the Closing. Additionally, Buyer shall reimburse Seller for the Property attributable to the period through tenant improvement costs, leasing commissions, legal fees and including the Closing Date shall be credited other expenses, and debitedfree rent and other concessions, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyeras provided in Section 7.2. Buyer shall be credited entitled the credits due Buyer from Seller, if any, as expressly set forth in escrow with (i) Section 7.2. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant 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. If there is no such designation or if not so readily ascertainable, any portion payment received from a tenant after Closing shall be deemed a payment of deposits made by Sony with respect rent due after the Closing 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 Property held by extent of any rent or other sums owing to Seller and which are refundable for periods prior to Sony and (ii) rent prepaid by Sony beyond the Closing DateClosing. Buyer shall not be entitled use reasonable efforts to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required collect such rents and other sums owing to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) On or before the Closing, Seller will prepare an estimate, as of the Closing, of the amounts of all taxes, insurance charges and other expenses owed by tenants under the Leases (collectively “CAM Charges”), as specified in the Leases (collectively, “Operating Expense Recoveries”) for the portion of calendar year 2006 during which Seller owned the Property (the “2006 Partial Year”). If the amounts collected by Seller from tenants for Operating Expense Recoveries for the 2006 Partial Year are less than the amounts that would have been owed by tenants under the tenant Leases for such items based on Seller’s estimate, Buyer will pay such difference to Seller at Closing. If the amounts collected by Seller from tenants for Operating Expense Recoveries for the 2006 Partial Year are greater than the amounts that would have been owed by tenants under the tenant Leases for such items based on Seller’s estimate, Seller will pay to Buyer at Closing such difference. A final reconciliation of the CAM Charges and Operating Expense Recoveries for the 2006 Partial Year shall be prepared by Seller, and delivered to Buyer, on or before December 31, 2006, in accordance with the requirements set forth in the Leases and as provided in this Section 8.5(b). Thereafter, Buyer shall have ten (10) business days to reasonably approve of or object to, in writing, such reconciliation. In the event that Buyer does not object in writing to Seller within such time period, the reconciliation shall cooperate be deemed final and approved by Buyer. When the reconciliation is reasonably approved by Buyer or is deemed approved by Buyer pursuant to produce prior this Section, the party owing the other party a sum of money based on such reconciliation shall pay said sum of money to the Closing Date a schedule other party. With respect to any audit of prorations any CAM Charges applicable to be made on any period of time from and after the Closing Date pertaining billed to Health Net, Buyer agrees to indemnify, hold harmless and defend Seller from and against any and all amounts owing as a result of said Health Net Cam Charges audit. With respect to any audit of any CAM Charges applicable to calendar-year 2005 which were billed to Health Net (a “2005 Health Net CAM Audit”), Seller agrees to indemnify, hold harmless and defend Buyer from and against any and all amounts owed to Health Net as a result of said 2005 Health Net CAM Audit (collectively, “Audit Claims”), provided, however, that the indemnity described in this sentence shall survive only for the period of time that Health Net has the right to conduct a 2005 Health Net CAM Audit pursuant to the express provisions of the Health Net Lease of the Property, provided, however, that if a 2005 Health Net CAM Audit has been commenced within such allotted time period, such indemnity shall survive until such 2005 Health Net CAM Audit has been resolved (the “Audit Survival Period”). Any such Audit Claim which Buyer may have at any time against Seller, whether known or unknown, which is not specifically asserted by written notice to Seller within such time period shall not be valid or effective, and neither Seller nor any Seller Related Parties shall have any liability with respect thereto. In connection with any 2005 Health Net CAM Audit, Seller and Buyer shall each have the right to participate in any such audit, and each such party shall cooperate with the other in connection therewith. The amount of any cash security deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall receive credits at Closing for the amount of any utility or other similar deposits with respect to the Property as complete and accurate as reasonably possibleto the extent practical, shall pay to the applicable utility providers all utility charges payable with respect to the Property for the period prior to Closing. All Buyer shall cause all utilities to be transferred into Buyer’s name and account at the time of Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, which can be liquidated accurately or reasonably estimated have not been collected as of the Closing Date Date, then the same shall be made calculated as soon as reasonably practicable (except that the CAM Charges and Operating Expense Recoveries shall be calculated within the timeframes described above) but in escrow on any event within sixty (60) days after the Closing Date. All other prorationsDate or the date that such amounts have been collected by either party, and adjustments either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to initial estimated prorationsthe other party within thirty (30) days thereafter. Notwithstanding the foregoing, in the event that either party collects rent or other charges from tenants that were not collected at Closing, such party owing the other party a sum of money with respect to such rent or other charges from tenants, shall be made use commercially reasonable efforts to pay said sum to the other party within five (5) business days after receipt of such sum. Any amounts not paid within ten (10) days after receipt of such sum 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 with due diligence shall provide a detailed and cooperation within 30 days following the Closing Date, or accurate written statement signed by such later time party certifying as may be required to obtain necessary information for proration, by immediate cash payment to the payments received by such party yielding a net credit from tenants from and after Closing and to the manner in which such prorations from payments were applied, and shall make their books and records available for inspection by the other partyparty during ordinary business hours upon reasonable advance notice. (c) On or prior to If the Closing Dateoccurs, Seller shall pay to Sony any sums owing to Sony on account (i) the title insurance premium for the CLTA portion of the incremental difference' between rent due and payable by Sony pursuant Title Policy, (ii) any costs incurred in recording the Deed or any other instruments with respect to the Sony Lease transfer contemplated herein, and rent previously paid by Sony on account (iii) all costs to satisfy, release and discharge any Seller’s Liens. If the Closing occurs, Buyer shall pay (i) the costs of extended coverage and any endorsements to the Owner’s Policy, (ii) the costs, if any, to obtain the updated Survey or a new survey, (iii) all state, county and city transfer taxes, if any, payable in connection with the consummation of the prior lease sale of the Property to Buyer as contemplated herein, and (iv) all fees, costs, or expenses in effect connection with Buyer’s due diligence reviews hereunder. Any other closing costs shall be allocated in accordance with local custom as determined by the Title Company. Any escrow fees shall be split equally between Seller and SonyBuyer. The parties will execute and deliver any required transfer or other similar tax declarations to the appropriate governmental entity at Closing. (d) On Any percentage rent for the rental periods including Closing Dateshall be prorated upon receipt, Seller shall pay Sony through escrow based upon the amount due to Sony, as agreed between Seller and Sony, in order tenant’s sales for Sony to waive the benefit portion of the Proposition 13 Provision lease year allocable to Seller’s and Buyer’s respective ownership of the Sony LeaseProperty. (e) The provisions of this Section 8.5 shall survive the Closing.

Prorations. (a) Real estate taxes and assessmentsFor purposes of determining the Purchase Price, personal property taxesand real property Taxes (to be allocated between the Pre-Closing Tax Period and Post-Closing Tax Period portions of a Straddle Period in accordance with Section 7.9(d)), if anyrents under any leases of real or personal property, rental income and all or other items of income and expense with respect 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 Property shall Effective Time, and any other amounts that by the terms of this Agreement are to be allocated between the Parties, will be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debitedEffective Time, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (liable to the extent the same are assignable and assigned such items relate to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or period prior to the Effective Time, and Buyer liable to the extent such items relate to any period from and after the Effective Time. If the actual amounts to be prorated are not known as of the Effective Time, Seller shall include an itemized estimate in the Post-Closing DateAdjustment Statement based upon the most recent available rates, assessments, valuations, or other data, and the budgeted amount for Parties shall adjust the Sony Work agreed upon between Buyer amounts paid at the Closing to reflect such prorations. Any prorations shall be made so as to avoid duplication of any amounts, and Sellerwill be adjusted to properly take into account any amounts thereof used in determining the Purchase Price. (b) The proration of all items under this Section 3.4 will be recalculated by Buyer within a reasonable period of time following the date upon which the actual amounts become available to Buyer. Buyer will notify Seller of such recalculated amounts, and will provide Seller shall cooperate with all reasonable documentation relating to produce prior such recalculations. The Parties will make such payments to the Closing Date a schedule of prorations each other as are necessary to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably reconcile any estimated amounts prorated as of the Closing Date shall Effective Time with the final amounts to be made in escrow on the Closing Dateprorated. All Seller and Buyer agree to furnish each other prorations, with such documents and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time other records as may be required reasonably requested in order to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony confirm all proration calculations made pursuant to this Section 3.4. For the Sony Lease avoidance of doubt, Section 7.9(b) and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonynot this Section 3.4(b) will apply to recalculations or reconciliations with respect to Taxes. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (a) Real the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the Property 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 basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) at least two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number of days in the month figures, and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall a final cash settlement will be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by between Seller and which are refundable Purchaser. No prorations will be made in relation to Sony and insurance premiums (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent covered by the same are assignable proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Buyer in connection with the sale of the Property)Purchaser. Buyer shall Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be credited in escrow with any leasing commissionsmade, other allowances or leasing costs (collectivelyif possible, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall Time, in which event no proration will be made in escrow on at the Closing Datewith respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). All other prorationsSeller will be entitled to all deposits presently in effect with the utility providers, and adjustments Purchaser will be obligated to initial estimated prorations, 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 by Purchaser and Seller on or before December 15, 2021 (herein, the parties with due diligence and cooperation within 30 days following “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above) will survive the Closing Dateuntil the Final Proration Date has occurred, or such later time as may be required and in the event any items subject to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or proration hereunder are discovered prior to the Closing Final Proration Date, Seller the same shall pay to Sony any sums owing to Sony on account be promptly prorated by the parties in accordance with the terms of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonythis Section 10.4. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer Purchaser agree to adjust, as of the Closing Date. Income and expenses for the Property shall be prorated 11:59 p.m. on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including day preceding the Closing Date shall be credited and debited(the “Proration Time”), respectivelythe following (collectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with “Proration Items”): (i) any portion of deposits made by Sony Rental, in accordance with respect to the Property held by Seller and which are refundable to Sony and Section 10.4(b) below. (ii) rent Cash Security Deposits and any prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Daterents, except for any together with interest required to be paid thereon. The amount of any cash Security Deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to Sony under Applicable Law retain such cash security deposits), and any Security Deposits in the form of letters of credit (collectively, the “Letters of Credit”) shall be transferred to Purchaser as set forth below. Within three (3) Business Days after the Closing Date, Seller shall (1) deliver to the issuers of the Letters of Credit the required transfer documents in order for the issuers to process a change in the beneficiary and pay (or cause the Tenant to pay) any required transfer fee, with copies provided to Purchaser, or (2) if a Letter of Credit is not transferrable by its terms, insert in the Tenant Notice Letter to the respective Tenant demanding such Tenant to either deliver a replacement cash or letter of credit security deposit to Purchaser for the requisite security deposit pursuant to the terms and conditions of the Sony applicable Lease, and Seller shall return such Letter of Credit to the issuer at such time Purchaser confirms to Seller that such replacement cash or letter of credit security deposit was delivered to Purchaser. To the extent a required transfer fee for which a Tenant is responsible under its Lease is paid by Seller, Purchaser shall ▇▇▇▇ the Tenant and use commercially reasonable efforts to seek to collect such amounts on behalf of Seller after Closing; it being understood and agreed that Purchaser shall have no obligation to commence any legal action against any Tenant. To the extent that any Letter of Credit is not transferred to Purchaser at Closing, or the documents delivered to effect such transfer are not accepted by the issuer thereof, Seller shall, at Purchaser’s request and with Purchaser’s cooperation, reasonably cooperate with Purchaser as Purchaser shall reasonably request to effect such transfer. For any Letter of Credit to be transferred after Closing, until such transfer is effected: (A) at Purchaser’s instruction upon a Tenant default, Seller will draw upon the Letter of Credit and pay the proceeds to Purchaser; and (B) under no circumstances will Seller draw upon the Letter of Credit without written authorization from Purchaser. Seller agrees that after the expiration of the Evaluation Period it will not pursue any eviction action or initiate any litigation against any Tenants or apply or draw on any Security Deposits of any Tenants against the payment of rent or other default of a Tenant; provided that Seller shall be credited in escrow with give prompt notice to Purchaser for any refundable deposits such application or bonds held by any utility, governmental agency or service contractor with respect draw of Security Deposits prior to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale expiration of the Evaluation Period. Seller’s and Purchaser’s obligations under this Section 10.4(a)(ii) shall survive Closing. (iii) Reserved. (iv) Utility charges payable by Seller, including, without limitation, electricity, water charges and sewer charges. If there are meters on the Real Property). Buyer shall , Seller will cause readings of all said meters to be credited in escrow with any leasing commissions, other allowances or leasing costs performed not more than five (collectively, "Leasing Costs"5) attributable to the Sony Lease which Seller has not paid on or days prior to the Closing Date, and the budgeted amount a per diem adjustment shall be made for the Sony Work agreed days between the meter reading date and the Closing Date based on the most recent meter reading. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date, in which event no proration will be made at the Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for any deposits with the utility providers. (v) Real estate taxes and assessments due and payable for the calendar year. If the Closing Date shall occur before the tax rate is fixed, the apportionment of real estate taxes and assessments shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation. If, subsequent to the Closing Date, real estate taxes and assessments (by reason of change in either assessment or rate or for any other reason other than as a result of the final determination or settlement of any tax appeal) for the Real Property and/or Improvements should be determined to be higher or lower than those that are apportioned, a new computation shall be made, and Seller agrees to pay Purchaser any increase shown by such recomputation and vice versa; provided, however, that if any increase in the assessed value of the Real Property and/or Improvements results from improvements made to the Property by Purchaser, then Purchaser shall be solely responsible for any increase in taxes attributable thereto. With respect to tax appeals, any tax refunds or credits attributable to tax years prior to the tax year in which the Closing occurs shall belong solely to Seller, regardless of whether such refunds are paid or credits are given before or after Closing. Any tax refunds or credits attributable to the tax year in which the Closing occurs shall be apportioned between Buyer Seller and Purchaser based on their respective periods of ownership in such tax year, but only after giving effect to any tax exemption that may otherwise be available to Purchaser post-Closing. For example, if the Purchaser is totally exempt from the payment of real estate taxes post-Closing, then Purchaser would not share in any portion of the refund or credit. If, however, the Purchaser is only partially exempt, then the apportionment shall be based on each party’s respective percentage of the total real estate tax obligations of the Property for such tax year. The expenses of any tax appeals for the period in which the Closing occurs shall be apportioned between the parties in the same manner as the refunds and/or credits. The provisions of this Section 10.4(a)(v) shall survive the Closing. (vi) The value of fuel stored at the Real Property, at Seller’s most recent cost, including taxes, on the basis of a reading made within ten (10) days prior to the Closing by Seller’s supplier. (vii) Rents and other charges payable under the Ground Lease. (viii) Common charges, assessments, and other charges and expenses with respect to the Condominium due and payable pursuant to the Condominium Documents for the month in which the Closing occurs. (ix) Charges, assessments and fees due and payable, if any, pursuant to the applicable Association Documents for the month in which the Closing occurs. (x) Amounts payable under the Service Contracts. For avoidance of doubt, Purchaser shall be responsible for amounts payable during any post-Closing “tail period” under any Service Contracts which are being terminated by a Service Contract Termination Notice. (xi) If at the time of Closing, the Real Property is affected by an assessment or assessments that are or may become payable in installments, the assessments payable on the date of or after Closing shall be payable by Purchaser, and the assessments payable prior to Closing shall be paid by Seller at or prior to Closing and any such payments by Seller or Purchaser shall be apportioned at Closing based on the customary rules and protocols of the location of each Property. (xii) Such other items that are customarily prorated in transactions of this nature shall be ratably prorated in accordance with the customary rules and protocols of the location of each Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Proration Time. The estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser and Escrow Agent for review prior to the Closing Date (the “Preliminary Closing Statement”). The Preliminary Closing Statement, once finalized, shall be signed by Purchaser, Seller and Escrow Agent, and shall be the “Closing Statement” for the transaction. The Closing Statement may be delivered electronically. The prorations shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums, and Seller’s insurance policies will not be assigned to Purchaser. The provisions of this Section 10.4(a) will survive the Closing for twelve (12) months; provided, however, that the provisions of Section 10.4(a)(v) shall survive until the date that is thirty (30) days following Purchaser’s receipt of the final tax ▇▇▇▇ or the resolution of any tax appeal, whichever is later, with respect to each Property. (b) Buyer and Seller shall cooperate to produce prior to Purchaser will receive a credit on the Closing Date a schedule of prorations to be made on and after Statement for the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated prorated amount (as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, Proration Time) of all Rental previously paid to or collected by Seller and adjustments attributable to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days 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 Dateand Purchaser shall apply such Rental as set forth below. “Rental” as used herein includes fixed monthly rentals, or such later time additional rentals, percentage rentals, escalation rentals (which include each Tenant’s proration share of building operation and maintenance costs and expenses as may be required to obtain necessary information provided for prorationunder the Lease, by immediate cash payment to the party yielding a net credit 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, vending machine receipts and other sums and charges payable by Tenants under the Leases or from such prorations from other occupants or users of the other party. (c) On or 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 prorated. Purchaser agrees to use good faith collection procedures during the first twelve (12) full calendar months after Closing with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to pursue legal action to enforce collection of any such amounts owed to Seller shall pay by any Tenant. All sums collected by Purchaser from and after Closing from Seller and/or each Tenant in respect of Delinquent Rental, Operating Expenses, or tenant ▇▇▇▇▇▇▇▇ for work orders, special items performed or provided at the request of a Tenant or other specific services, will be applied (i) first, to Sony any sums owing to Sony on account of the incremental difference' between rent amounts which are then due and payable by Sony pursuant to in connection with the Sony Lease and rent previously paid by Sony on account of the prior lease month in effect between Seller and Sony. (d) On which the Closing Dateoccurred, (ii) second, to amounts which are then due and payable in connection with the month or months following Closing, and (iii) third, to amounts which are then due and payable in connection with the month or months preceding Closing. Any sums due Seller will be promptly remitted to Seller. Seller reserves the right to ▇▇▇▇ and collect from Tenants any Delinquent Rental for periods prior to Closing, but may not pursue any eviction actions or initiate any litigation in pursuit of such Delinquent Rents. The provisions of this Section 10.4(b) will survive the Closing for twelve (12) months, except that the preceding sentence of this Section 10.4(b) shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Leasesurvive Closing without such 12-month limitation.

Prorations. (a) Real estate taxes 8.5.1 Rentals, revenues, and assessments, personal property taxesother income, if any, rental income from the Property, taxes, assessments, improvement bonds, service or other contract fees, utility costs, and all other items of income and expense with respect to expenses affecting the Property shall be prorated between Buyer and Seller as of the Closing Date based on a 365-day year. For purposes of calculating prorations, Buyer shall be deemed to be title holder of the Property, and therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. Notwithstanding the foregoing, with respect to percentage rent under the Leases assigned to Buyer at the Closing Date, prorations shall be made following the end of the calendar years in which the Closing occurs so that all percentage rents received by Buyer with respect to such calendar years shall be prorated between Buyer and Seller as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated Delinquent rentals as of the Closing Date shall not be made prorated, but when paid to Buyer shall be delivered by Buyer to Seller (provided that all current rent has then been paid with respect to such Leases). After the Closing, Buyer shall use commercially reasonable efforts to collect delinquent rents on behalf of Seller, provided that with respect to such efforts Seller shall reimburse Buyer for its reasonable costs and expenses. After the Closing, Seller shall have no right to proceed in escrow on any manner or make any claim against any Tenant for rents that were delinquent as of the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Buyer shall receive as a credit to the Initial Purchase Price an amount equal to the sum of: (i) security deposits which were paid by Tenants to Seller, (ii) expenses and other sums owed by Seller to Tenants for work which occurred prior to the Closing Date and (iii) rentals already received by Seller attributable to periods after the Closing Date. In the event that Seller is bound by any agreement (expressed or implied) prior to the Closing requiring Seller or its successor to pay any leasing commissions or fees in connection with the post-Closing exercise of any extension or expansion options of Leases in effect on or before the Closing, then Seller shall pay Sony through escrow be responsible for the amount due to Sony, as agreed between payment of such commissions and/or fees when and if they become due. In no event shall Seller and Sony, in order be liable for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.any leasing commission and/or fees

Prorations. 2.7.1 Seller will be responsible for preparing and filing sales and use tax returns, and Buyer will pay all sales and use tax due, relating to or regarding the transfer of the Assets. 2.7.2 Except as otherwise hereinafter provided, at and as of Closing, Buyer and Seller shall prorate in cash (ai) Real estate real property taxes and assessmentsassessments for the Assets on the basis of the current fiscal year if and to the extent that Seller shall be liable for real property taxes and assessments under the Real Property Leases, personal property taxes(ii) if and to the extent actually paid, if anyrents under the Real Property Leases, rental income (iii) utility and all sewer charges, (iv) payments under the Assumed Contracts, (v) operating expenses, and (vi) other items customarily prorated in transactions of income this sort. Seller shall give Buyer a credit at Closing in the amount of any deposits under any of the Real Property Leases and expense shall maintain in place all utilities and other deposits for the benefit of the Buyer; provided that Buyer shall reimburse Seller for any such deposits by means of a credit to Seller, with respect an offsetting debit to Buyer, in the calculation of the closing prorations. Rents under the Real Property Leases paid after Closing shall be prorated between as of Closing. 2.7.3 No pro ration shall be made for insurance premiums on insurance policies of Seller (none of which Buyer elects to accept and Buyer none of which Seller elects to assign), for management fees or for employee salaries, vacations, benefits, bonuses, payroll taxes or other employee costs. 2.7.4 At and as of the Closing Date, Buyer and the Seller shall proportionately allocate, if and to the extent actually paid, all prepaid items of income, including without limitation monthly dues, dues that have been paid more than one month in advance and gift certificates. Income Notwithstanding anything to the contrary contained herein, there shall be no proportionate allocation of initiation fees paid and collected in the ordinary course of business or accounts receivable. Membership dues and prepayments collected by Buyer or Seller, as applicable, following the Closing Date from any Member as to whom Seller has an account receivable shall be applied (i) first to such accounts receivable due Seller as of the Closing Date for any periods prior the Closing Date, and (ii) next to Buyer. Any membership dues collected by Buyer from and after the Closing shall be held in trust for the account of Seller and shall be remitted to Seller promptly following 90 days after the Closing Date minus any amounts owed to the Buyer as set forth herein together with an accounting of such membership dues in reasonable detail satisfactory to Buyer. Any membership dues collected by Seller from and after the Closing that are owed to Buyer as set forth herein shall be held in trust for the account of Buyer and shall be promptly remitted to Buyer promptly following 90 days after the Closing Date together with an accounting of such membership dues in reasonable detail satisfactory to Buyer. 2.7.5 For a period of ninety (90) days following the Closing, Buyer agrees that Buyer shall, in accordance with Buyer's standard practice in conducting and operating clubs such as the Club and on behalf of Seller, attempt to collect any monthly dues under the Member Agreements which are attributable to the period prior to the Closing; provided, however, Buyer shall have no obligation to commence any actions or proceedings or take any further action to collect any such compensation, fees, revenues or income due to Seller hereunder. After the expiration of such 90 day period, Buyer shall return all accounts to Seller, which shall be entitled to take any and all lawfully permitted actions to collect any accounts receivable with respect to any period of time prior to the Closing, provided that it shall not make any statement or take any action which implies that Buyer is undertaking said collection activities. 2.7.6 If real estate taxes and/or assessments, utility charges or any other item is prorated as of Closing on any basis other than actual amounts charged for the current period, such item or items shall be re-prorated upon determination of such actual amounts, and the party owing funds to the other shall promptly remit such funds to the other; provided, however, that in no event shall Seller be liable for payment of any increase in real estate taxes if and to the extent occasioned by any reassessment of the Real Property as a result of the Transaction. If either party owing funds hereunder to the other does not remit them within 30 days after demand therefor, such funds shall thereafter bear interest at the lesser of 10% per annum and the maximum lawful rate. In all events, the amount of any refund or credit shall be the amount the refund or credit would have been without giving effect to the Transaction. 2.7.7 The parties shall cooperate so as to reach a reasonable determination of the net pro ration amount to be paid to Seller or Buyer, as the case may be, prior to the Closing; it being agreed, however, that the final calculation of such net pro ration amount shall, in all likelihood, not be capable of being concluded until after Closing, in which case Closing shall occur based on the parties' best estimate of such amount at such time. 2.7.8 The parties shall further cooperate so as to calculate such net final pro ration amount within 75 days of the Closing. Any disagreement with respect to such final calculation shall be resolved pursuant to binding arbitration in Los Angeles County, California before an independent accountant that shall be mutually agreed upon by the parties. Each party shall bear its own cost and expenses in connection with such arbitration and one-half of the fees and expenses of the arbitrator. Each party shall be entitled to provide the arbitrator with such information as each party shall deem appropriate with respect to the matters to be determined by such arbitrator. 2.7.9 Final proration of percentage rents, operating expense reimbursements from tenants under Real Property Leases, and similar apportionable items which are dependent for their calculation upon the economic performance of any Person over a specified interval of time shall be accomplished as follows: The parties shall await the expiration of the specified interval to determine the gross rents, gross receipts and other economic performance over the entire interval and then prorate the item by allocating to Seller the product of the rents or other similar apportionable item for the Property shall be prorated on entire interval multiplied by a fraction, the basis numerator of which is the actual number of days within the specified interval which occur before Closing and the denominator of which is the number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and entire specified interval. 2.7.10 Operating expenses which are refundable to Sony and payable (iior reimbursable) rent prepaid but not yet paid (or reimbursed) by Sony beyond the Closing Date. Buyer any tenant under any Real Property Lease shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, prorated hereunder (except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Propertythat Seller is due a credit for having already paid such expense). Buyer shall be credited in escrow send customary statements for reimbursement of operating expenses and taxes to said tenants after consulting with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable Seller with respect to the Sony Lease which Seller has not paid on or prior to the Closing Dateappropriate amounts due therefor, and the budgeted amount for the Sony Work agreed shall remit to Seller, upon between Buyer and receipt, Seller's prorated share thereof, determined as provided above. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. The following shall be apportioned between Seller and Purchaser at the Closing as of 11:59 p.m. of the day preceding the Closing Date: (a) Rents and other income (including real estate tax, insurance and common area maintenance reimbursements) derived from the operation the Property that have been collected for the calendar month in which the Closing occurs (if any) shall be prorated as of the Closing Date. Any amounts received from Tenants after the Closing shall be applied on a Tenant by Tenant basis as follows: The rents shall be prorated as if the current month were paid. No "Delinquent Rents" (i.e., rents or other charges that are due for the periods prior to the month of the Closing) shall be prorated in favor of Seller. All rents and other charges received by (or for the benefit of) Purchaser from any Tenants after the Closing shall be first applied against current and past due obligations owed to, or for the benefit of, Purchaser, and any excess shall be delivered to Seller, but only to the extent of amounts in default and owed to, and for the benefit of, Seller for the period prior to the Closing Date. In no event, however, shall any sums be paid to Seller to the extent Seller has been previously reimbursed for such default out of any security deposit and security deposits have been appropriately prorated hereunder. Seller shall have the right to collect delinquent rents directly from Tenants after the Closing, and in connection therewith, Purchaser agrees to reasonably cooperate with Seller, at no expense to Purchaser and short of litigation, but in no event shall Seller disturb a Tenant's occupancy or commence litigation against any Tenant after the Closing. Seller agrees that it will not unreasonably interfere with Purchaser's relationship with its Tenants generally in collecting delinquent rents hereunder. Purchaser will furnish to Seller upon the expiration of three (3) months following the Closing and each three (3) month period thereafter until the first anniversary of the Closing Date, an accounting setting forth in reasonable detail the amounts owed and the amounts collected from delinquent Tenants which are payable to Seller under the provisions of this Paragraph 4.5(a). Upon receipt of delinquent rents from Tenants that are owed to Seller hereunder, Purchaser shall promptly pay such amounts to Seller. Upon receipt of any amount directly from Tenants after the Closing due to Purchaser, Seller shall promptly pay over such amount to Purchaser. (b) Real estate taxes, water charges and sewer rents, on the basis of the fiscal or tax years, respectively, for which same have been assessed, regardless of whether or not then due and payable or a lien. Seller shall pay at or prior to the Closing (or Purchaser shall receive a credit for) any unpaid taxes attributable to periods prior to the Closing Date, (whether or not then due and assessmentspayable or a lien as aforesaid), personal and Seller shall receive a credit for any previously paid taxes attributable to periods from and after the Closing Date. Notwithstanding the foregoing, Section 4.6 shall govern with respect to all general, special and/or betterment assessments on the Property at the Closing Date. Any assessments after the Closing Date, including any assessments for prior years due to a change in land, usage or ownership, shall be paid solely by Purchaser, without any adjustment. (c) Personal property taxes, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in fiscal year for which assessed. (d) Fees for inspections, permits or licenses which are transferred to Purchaser at the month Closing. (e) In the event that final meter readings are not available, utilities (including telephone, steam, electricity and gas) shall be adjusted on the basis of the accrual method of accountingmost recently issued bills therefor, subject to adjustment after the Closing when the next bills are available. All items of income and expense Seller shall use good faith efforts to arrange for final meter readings for all utilities serving the Property attributable on the day prior to the period through and including Closing. If final meter readings are available, Seller shall pay all charges based upon the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable metered usage prior to the period following Closing. (f) All ordinary operating expenses of the Closing-Date shall be credited Property including, without limitation, maintenance, service charges (including ad valorem tax appeal contracts), expenses and debitedcharges under those Service Contracts being assumed by Purchaser, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony and all other normal operating charges with respect to the Property held Property. (g) Permitted administrative charges, if any, on those security deposits transferred by Seller pursuant to Section 4.2(f). (h) Interest accruing under the Notes. (i) Such other items as are customarily apportioned between sellers and purchasers of real property of a type similar to the Property and located in the city or town and state where the Property is located. Notwithstanding anything to the contrary contained herein, all brokerage and leasing commissions or other compensation due or accrued to any broker, agent or other person in connection with the Property for brokerage or other services rendered to Seller or any predecessor of Seller in connection with or on account of the Tenant Leases shall (A) be paid by Seller in connection with any Tenant Lease (or extension or modification option with respect thereto) which are refundable has been executed and delivered (or exercised) by the parties thereto prior to Sony the execution and delivery of this Agreement; (B) provided such commission or compensation has been disclosed to Purchaser, be paid by Purchaser in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by the parties thereto after the Closing Date; (C) provided such commission or compensation has been disclosed to Purchaser, be paid by Purchaser in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been approved by Purchaser and executed and delivered (or exercised) by the parties thereto after the execution and delivery of this Agreement and prior to the Closing, but for which the payment of Rent shall have commenced after the Closing Date; and (iiD) rent prepaid be adjusted as of 11:59 p.m. of the day preceding the Closing Date in connection with any Tenant Lease (or extension or modification option with respect thereto) which has been executed and delivered (or exercised) by Sony beyond the parties thereto, and for which the payment of Rent shall have commenced after the execution and delivery of this Agreement and prior to the Closing Date. Buyer shall not be Notwithstanding anything to the contrary contained herein, all prepaid rentals, other prepaid payments, security deposits, electric, gas, sewer and water deposits deposited with Seller by Tenants (including all accrued interest on all of the foregoing, unless Seller is entitled to retain the benefit thereof) under any interest on deposits made by Sony Tenant Leases, license agreements or prepaid rent accrued on or before concession agreements relating to the Property, shall all belong to Purchaser. Notwithstanding the foregoing, Purchaser shall receive at the Closing Datea cash credit in the amount of all such deposits, except for prepaid rentals and other prepaid payments, which shall all be retained by Seller unless otherwise required by law, any interest required to be paid to Sony under Applicable Law lender or pursuant any Tenant Leases. Notwithstanding anything to the terms contrary contained herein, percentage rent (i.e., that portion of the Sony Lease. Seller rent payable to the landlord by a Tenant under a Tenant Lease which is a percentage of the amount of sales or of the dollar amount of sales), if any, payable under each Tenant Lease shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor prorated with respect to the Property (lease year thereunder in which the Closing occurs on a per diem basis as and when collected, and paid to the extent parties in the same are assignable and assigned to Buyer priority as set forth in connection with the sale of the PropertySection 4.5(a). Buyer shall be credited in escrow with Any percentage rent collected by Purchaser, including any leasing commissions, other allowances percentage rent which is delinquent and pertaining to (i) an entire lease year or leasing costs (collectively, "Leasing Costs") attributable to the Sony accounting period of a Tenant under a Tenant Lease which Seller has not paid ends on or a date prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (bii) Buyer and Seller shall cooperate to produce that portion of a lease year or accounting period of such Tenant covering a period prior to the Closing Date a schedule of prorations where such lease year or accounting period begins prior to be made on and after the Closing Date pertaining and ends thereafter, shall in both cases be paid to Seller within ten (10) days of receipt by Purchaser. Purchaser shall not be required to institute any action or proceeding to collect any delinquent percentage rent. Notwithstanding anything to the contrary contained herein, Seller shall be paid Seller's share, if any, of all revenues from the operation of the Property prior to the Closing Date other than rent, real estate tax, insurance and common area reimbursements (including parking charges and telephone booth and vending machine revenues), if, as complete and accurate when received by Purchaser. Except as reasonably possible. All prorations which can expressly set forth in this Section 4.5, if the exact amount of any item to be liquidated accurately or reasonably estimated prorated is not known as of the Closing Date Date, the proration shall be based upon a reasonable estimate thereof made in escrow on by Seller and Purchaser and as soon after the Closing Date. All other prorationsas the exact amount of the item is known, and adjustments to initial estimated prorations, the adjustment for such item shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony re-prorated pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonySection 4.6. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes Appropriate prorations shall be made on a daily basis as of the close of business on the applicable Closing Date with respect to the Included Sites at such Closing relating to Existing Tenant Leases and assessmentsGround Lease payments, personal property taxesutilities, if any, rental income and all other items of income and expense with respect to the Property shall be due or payable under any Ground Lease, Existing Tenant Lease or Site Maintenance Agreement, in each case, of a nature ordinarily prorated between Seller and Buyer as of the Closing Date. Income closing in real estate transactions (and expenses for the Property shall be prorated on the basis of the actual number of days not separately addressed elsewhere in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and this Agreement) including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited that are prepaid or payable in arrears, any unbilled costs and debitedfees and related accounts, respectivelynotes and other receivables, to Buyer. Buyer shall be credited in escrow each case, of a nature ordinarily prorated as of closing in real estate transactions (and not separately addressed elsewhere in this Agreement) with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be ALLTEL being entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except all such income and responsible for any interest required all such expenses relating to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid all periods on or prior to the applicable Closing Date and ATC being entitled to all such income and responsible for all such expenses relating to all periods subsequent to the Closing Date. Such prorations shall be calculated by ALLTEL and submitted to ATC for approval (which shall not be unreasonably withheld, delayed or conditioned), promptly after each Closing (and, in any event, within forty-five (45) days after the applicable Closing), and shall be settled in cash within thirty (30) days thereafter. To the budgeted amount for extent that any relevant bills or other documentation necessary to effect such prorations are not available during such 45-day period, the Sony Work agreed upon between Buyer parties shall make such prorations based on reasonable estimates and Sellershall adjust the relevant prorations as soon as the relevant bills or other documentation becomes available. (b) Buyer and Seller If ATC disputes ALLTEL's determination of prorations, ATC shall cooperate to produce prior to give ALLTEL written notice of such dispute within such thirty (30) day period after ATC has received the Closing Date a schedule applicable proration notice, which notice of prorations to be made on and after dispute shall specify in reasonable detail the Closing Date pertaining to the Property basis for such dispute as complete and accurate well as reasonably possibleATC's determination of prorations. All prorations which can be liquidated accurately or reasonably estimated as If ATC does not give ALLTEL such notice of dispute within such 30-day period, ALLTEL's calculation of the Closing Date prorations shall be made in escrow binding and conclusive on the Closing DateParties. All other prorations, and adjustments If the Parties are unable to initial estimated prorations, shall be made by the parties with due diligence and cooperation resolve such dispute within 30 thirty (30) days following the Closing Dateafter such notice of dispute is given, or such later longer period as the Parties may from time to time mutually agree, such dispute shall be resolved by arbitration as hereinafter provided. Either Party may request arbitration by giving written notice thereof to the other party after such 30-day (or longer if mutually agreed upon) period. If, within ten (10) days after such notice of arbitration, the Parties cannot agree on a single impartial qualified arbitrator, such arbitrator shall be selected by the American Arbitration Association in the City of New York. The arbitrator may, but shall not be obligated to, select either ALLTEL's or ATC's determination of prorations. Arbitration proceedings shall be conducted pursuant to the rules, regulations and procedures from time to time in effect as promulgated by the American Arbitration Association. The decision of the arbitrator shall be binding and conclusive, and judgment upon the award or decision of the arbitrator may be required to obtain necessary information for proration, by immediate cash payment entered in the applicable court. The Parties consent to the party yielding jurisdiction of such court and further agree that any process or notice of motion or other application to the court or a net credit from judge thereof may be served outside of the State of New York by registered mail or by personal service, provided a reasonable time for appearance is allowed. The costs and expenses of each arbitration hereunder and their apportionment between the parties shall be determined by the arbitrator in his award or decision. Within five (5) business days after the final determination of the prorations in accordance with the provisions of this Section 4.7(b), the Party owing money shall pay all such prorations amounts owed by wire transfer of immediately available funds to such account in the United States as the other Party shall designate together with, if applicable, interest from the other partydate any dispute was submitted to arbitration to the date of payment at a rate equal to the "Prime Rate" set forth in the "Money Rates" table of the Wall Street Journal on such date immediately prior to ------------------- payment plus two percent (2%). (c) On or prior ALLTEL agrees, on behalf of ATC and as an administrative convenience only, to pay the Closing Date, Seller shall pay to Sony any sums owing to Sony Ground Rent for the payment due on account the first day of the incremental difference' between rent due month following the applicable Closing Date and payable (i) such failure by Sony ATC shall not be deemed a default hereunder, and (ii) ALLTEL shall be reimbursed for such initial payment by ATC pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease proration adjustments in effect between Seller and Sonyaccordance with this Section 4.7. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than ninety (90) calendar days thereafter, the water, gas, electricity and other utilities, local business or other license fees to the extent assigned and other similar periodic charges payable with respect to the Acquired Assets shall be prorated between Seller, on the one hand, and Buyer, on the other hand, effective as of the Effective Time with Seller being responsible for amounts related to the period prior to but excluding the Closing Date and Buyer being responsible for amounts related to the period on and after the Closing Date. The Parties shall use commercially reasonable efforts to cause utility meter readings to be determined as of the Effective Time or as close thereto as reasonably practicable; provided, however, that if a Party’s proration for a particular amount owed under this Section 2.4 cannot be determined due to the unavailability of the necessary information on the appropriate invoice or remittance statement, then the proration shall be calculated on a per day basis using the number of days in the respective Party’s period. If Buyer fails to pay any utility ▇▇▇▇ and payment is demanded from Seller, and Seller pays the utility ▇▇▇▇, then Buyer shall promptly reimburse Seller for payment of any such utility ▇▇▇▇. If Buyer fails to effect the transfer to it of utility services within one hundred and twenty (120) days following Closing, Seller shall pay Sony through escrow then have the amount due option, in Seller’s discretion, to Sonyinform the utility provider to discontinue the utility service, as agreed between without any liability to Seller for such discontinuance. (b) Without limiting Article XI: all income, proceeds and receipts attributable to the operation, use, ownership, or otherwise of the Acquired Assets prior to the Effective Time shall be the property of Seller and Sonyto the extent received by Buyer or its Affiliates, in order Buyer shall promptly and fully disclose, account for Sony and transmit same to waive Seller; and all income, proceeds and receipts attributable to the benefit operation, use, ownership, or otherwise of the Proposition 13 Provision Acquired Assets on and after the Effective Time shall be the property of Buyer and to the Sony Leaseextent received by Seller or its Affiliates, Seller shall promptly and fully disclose, account for and transmit same to Buyer. In addition, subject to the terms of this Agreement, including Article XI, all utility, accounts payable for goods and services, rent payments and other expenses attributable to the Acquired Assets for any period of time on or prior to the Effective Time, regardless of when due or payable, shall be the sole obligation of Seller and Seller shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for and hold Buyer harmless from and against same. Subject to the terms of this Agreement, including Article XI, all utility, accounts payable for goods and services, rent payments and other expenses attributable to the Acquired Assets for any periods of time subsequent to the Effective Time, regardless of when due or payable, shall be the sole obligation of Buyer and Buyer shall promptly pay, or if paid by Seller, promptly reimburse Seller for and hold Seller harmless from and against same. (c) The provisions of this Section 2.4 shall survive the Closing.

Prorations. (All revenues, income, receiv- a) Real estate taxes ▇▇▇▇, costs, expenses and assessments, personal property taxes, if any, rental income and all other items payables of income and expense with respect to the Property shall be prorated apportioned equitably between Seller and Buyer the parties as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month a particular month, and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer occupancy tenants, they shall not be entitled 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 interest Tenant Lease). To the extent Purchaser receives amounts on deposits made by Sony or prepaid rent accrued account of Tenant Leases on or before after the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller such payments shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect applied first toward then current rent owed to the Property (to the extent the same are assignable and assigned to Buyer Purchaser in connection with the sale 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 Propertyright 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). Buyer shall be credited in escrow with With respect to delinquent rents and any leasing commissions, other allowances amounts or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule other rights of prorations to be made on and after the Closing Date pertaining to any kind respecting tenants who are no longer tenants of the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony retain all rights relating thereto. (ii) Real estate and personal property taxes and any sums owing to Sony on account of special assessments, taking into consideration discounts for the incremental difference' between rent due and payable by Sony pursuant to earliest permitted payment, based upon the Sony Lease and rent previously paid by Sony on account of the prior lease in effect latest previous tax levies. Such items shall be reapportioned between Seller and SonyPurchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of 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. (diii) On Transferable annual permits, licenses, and/or inspection fees, if any, on the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit basis of the Proposition 13 Provision duration of the Sony Leasesame; (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. (a) Real estate Except as otherwise hereinafter provided, at and as of Closing, Purchaser and Seller shall prorate in cash (i) real property taxes and assessmentsassessments for the Club on the basis of the current fiscal year if and to the extent that Seller shall be liable for real property taxes and assessments under the Real Property Leases, personal property taxes(ii) rents under the Real Property Leases, (iii) rents under the Personal Property Leases, (iv) utility and sewer charges, (v) payments under the Assumed Contracts, (vi) operating expenses (including, without limitation, any relating to the summer camp and tennis tournament operations of Seller), (vii) payments relating to Town Center and (viii) other items customarily prorated in transactions of this sort. Seller shall maintain in place all deposits under the Real Property Leases and all utilities and other deposits for the benefit of the Purchaser. Seller shall deliver to Purchaser at Closing any deposits under any Subleases that are to be Assumed Contracts. Purchaser shall not reimburse Seller, including without limitation by way of a credit to Seller, for any such deposits under any Subleases that are to be Assumed Contracts so delivered by Seller to Purchaser. Purchaser shall reimburse Seller for all other such deposits, including without limitation by way of a credit to Seller, with an offsetting debit to Purchaser, in the calculation of the closing prorations. Purchaser shall not, however, be required to pay, or otherwise to bear the cost of, its share of any item to be prorated under both this Agreement and the Real Property Purchase Agreement more than once, i.e., Purchaser shall only be required to pay, or otherwise to bear the cost, of its share of any such item under one of the two agreements but not under both agreements. (b) No pro ration shall be made for insurance premiums on insurance policies of Seller (none of which Purchaser elects to accept and none of which Seller elects to assign), for management fees or for employee salaries, vacations, benefits, bonuses, payroll taxes or other employee costs. Seller shall terminate, or cause to be terminated, as of Closing all employees and independent contractors working at the Club and shall pay, or cause to be paid, all employee salaries, vacations, benefits, bonuses, payroll taxes and other employee and independent contractor costs as of and including the Closing Date. Subject to the willingness of such employees and independent contractors to be interviewed and, if anyasked by Purchaser, rental income and all other items of income and expense with respect to the Property be rehired, Purchaser shall be prorated between Seller permitted to interview and, at its election, rehire, from and Buyer after Closing, any or all of such terminated employees and independent contractors and shall provide all such rehired employees (but not any rehired independent contractors) with health care insurance and benefits and worker's compensation insurance generally consistent with that generally provided by Purchaser to its employees. (c) At and as of the Closing Date, Purchaser and the Seller shall proportionately allocate all prepaid items of income, including, without limitation, monthly dues, dues paid more than one month in advance, and prepayments relating to the summer camp and tennis tournament operations of Seller. Income and expenses for Notwithstanding anything contained herein to the Property contrary, there shall be prorated on the basis no proportionate allocation of the actual number of days initiation fees paid and collected in the month Ordinary Course of Business. Membership dues and on prepayments collected by Purchaser or Seller, as applicable, during the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including first 30 days following the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with applied (iA) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled first to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. prorated amounts due Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations month in which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.the

Prorations. (a) Real estate All revenues and expenses relating to the Property, including without limitation, real property taxes and assessments. utility charges, personal property taxesinsurance premiums and the like, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer on a cash basis as of the Closing DateClose of Escrow. Income and If the parties are unable to obtain final meter readings from all applicable meters as of the Close of Escrow, such expenses for the Property shall be prorated reasonably estimated as of the Close of Escrow on the basis of the actual number of days in the month and on the basis prior operating history of the accrual method of accountingProperty. All items of income and expense for the Property attributable Notwithstanding anything to the period through and including contrary contained herein, rentals or other amounts due by the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or Tenants pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same Tenant Leases which are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated delinquent as of the Closing Date shall be made in escrow prorated between Buyer and Seller as of the Closing Date but only upon receipt by Buyer. Buyer shall use commercially reasonable efforts to collect any delinquent rentals, including sending invoices to Tenants for delinquent rent disclosed to Buyer by Seller, on a monthly basis for six (6) months following the Closing Date. All However, Buyer shall not be obligated to commence any legal action or incur any cost or expense (other prorations, and adjustments than the delivery of such notices) to initial estimated prorations, collect any delinquent rent. Seller shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required permitted to obtain necessary information for proration, by immediate cash payment pursue collection of any rent arrearages applicable to the party yielding a net credit from such prorations from the other party. (c) On or period prior to the Closing Date, provided that Buyer shall not incur any, and Seller shall pay to Sony indemnify Buyer against all cost, expense or liability in connection therewith, and provided further that Seller shall not commence any sums owing to Sony legal or equitable proceedings in the nature of an unlawful detainer, eviction or other proceeding, which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on account such leased premises. Delinquent rentals and other amounts collected by Buyer, net of the incremental difference' between rent actual, documented, third-party costs of collection incurred by Buyer, shall be applied first to amounts currently due and then to amounts most recently overdue. In addition, operating cost pass-throughs, percentage rentals, additional rentals, other retroactive rental escalations, sums, charges payable by Sony Tenants ("Additional Rentals"), shall be prorated on a cash basis as of the Close of Escrow. If, at the Close of Escrow, it is determined that Seller has collected Additional Rentals in excess of amounts actually owed by Tenants, Buyer shall be credited for such excess. Payments of Additional Rentals collected by Buyer and due Seller shall be made to Seller promptly following receipt and shall be accompanied by a report showing how same was calculated and such supporting documentation as Seller reasonably requests. In addition, Buyer shall be credited and Seller shall be debited with (or, if a deposit is not a cash deposit then Seller shall transfer such instrument to Buyer) an amount equal to the Tenant deposits listed on the Rent Roll (as defined below in Paragraph 13.1.11) (together with any interest accrued for the benefit of any tenant pursuant to its Lease) and any prepaid rent actually received by Seller. In addition, Seller shall be responsible for obtaining a refund of all refundable deposits, retentions, holdbacks being held by any governmental entity, any utility company, or other third party under contract and Buyer shall be responsible for initiating any utility service with respect to the Property, and posting deposits or other funds required in connection therewith or in connection with any other contract. Not less than one (1) business day prior to the Close of Escrow, Seller shall deliver to Buyer a tentative schedule of expenses and prorations ("Proration and Expense Schedule") for Buyer's approval, which approval shall not be unreasonably withheld. If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to an adjustment to correct the same. Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. Notwithstanding any other provision of this Agreement to the contrary, the parties hereto hereby agree that if any new Tenant Leases are executed after the Execution Date pursuant to the Sony provisions of Paragraph 23 of this Agreement, then Buyer shall bear all leasing commission costs, tenant improvement costs, free rent or other landlord concession expenses under such Tenant Lease and rent previously paid by Sony on account without contribution from Seller regardless of the prior lease in effect between Seller and Sonywhen such expenses arise. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. The following shall be prorated between Seller and Purchaser as of the Cut-Off Time: (ai) All real estate taxes, water or sewer charges and general or special assessments on the Real estate 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 most recently ascertainable tax rates and assessed value of the Property. Seller shall be responsible for all such taxes that are allocable to any period prior to the Closing Date and assessmentsPurchaser 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, personal property taxesthen Seller shall pay on or before the Closing Date any remaining installments with respect to such taxes or assessments that are allocable to any period prior to the Closing Date. Seller and Purchaser agree that to the extent the actual taxes for the current year differ from the amount so apportioned at Closing, the parties hereto will within thirty (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. If, as of the Closing Date, Seller is protesting or has notified Purchaser, in writing, that it has elected to protest any taxes for the Property, then Purchaser agrees that Seller shall have the right (but not the obligation), after the Closing Date, to continue such protest; provided, however, Seller shall not protest or contest any taxes for the tax period in which the Closing occurs or thereafter. Purchaser further agrees to cooperate (without material cost or liability) with Seller and execute any documents requested by Seller in connection with such protest. In connection with its protest Seller shall not enter into any agreement which would increase the taxes for the Property from and after the Closing Date as part of such protest. As to the Property, any tax savings received (“Tax Refunds”) for the relevant tax year under any protest, whether filed by Seller or Purchaser, shall be prorated between the parties based upon the number of days, if any, rental income Seller and Purchaser respectively owned the Real Property during such relevant tax year and any payment of Tax Refunds to the non-protesting party shall be net of any fees and expenses payable to any third party for processing such protest, including attorneys’ fees. Seller shall have the obligation to refund to any tenants in good standing as of the date of such Tax Refund any portion of such Tax Refund paid to Seller which may be owing to such tenants, which payment shall be paid to Purchaser within fifteen (15) business days of delivery to Seller by Purchaser of written confirmation of such tenants’ entitlement to such Tax Refunds. Purchaser shall have the obligation to refund to tenants in good standing as of the date of such Tax Refund, any portion of such Tax Refund paid to it which may be owing to such tenants. Seller and Purchaser agree to notify the other in writing of any receipt of a Tax Refund within fifteen (15) business days of receipt of such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed to the other party, the receiving party shall deliver such portion of the Tax Refund to the other party within fifteen (15) business days of its receipt. If Purchaser or Seller fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Seller or Purchaser, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by law. The obligations set forth herein shall survive the Closing and Purchaser agrees that, as a condition to the transfer of the Property by Purchaser, Purchaser will cause any transferee to assume the obligations set forth herein to the extent any protest by Seller is pending at the time of such transfer. (ii) All fixed and additional rentals under the Leases, including, without limitation, any percentage rent, additional rent or escalation charges or reimbursements for real property taxes, operating expenses, electricity, other utilities or other charges, and the Tenant Deposits, in each case as and when actually received. Seller shall deliver or provide a credit in an amount equal to all prepaid rents for periods after the Closing Date and all unapplied Tenant Deposits (other than letters of credit and guarantees). Rents (including operating expense, tax and insurance charges payable by tenants) which are delinquent as of the Closing Date shall not be prorated on the Closing Date and all rights thereto shall be retained by Seller, who reserves the right (subject to this Section 8.4(b) and subject to the limitation that Seller shall not have the right to bring or maintain any action to either dispossess any tenant that is in possession or terminate any of the Leases) to collect and retain such delinquent rents. Purchaser agrees to use reasonable efforts to cooperate with Seller in Seller’s efforts to collect such rents (but not including joining in any legal action instituted by Seller or spending any money or incurring any expenses in order to do so). To the extent Purchaser receives payments on or after the Closing Date from a tenant that was delinquent at the Closing, such payments shall be applied as follows: (1) first, to the calendar month in which the Closing occurs (the “Closing Month”); (2) second, to the month immediately preceding the Closing Month; (3) third, to the month immediately succeeding the Closing Month; (4) fourth, to the month immediately preceding the month specified in clause (2); (5) fifth, to the month immediately succeeding the month specified in clause (3); (6) sixth, the month preceding the month specified in clause (4); and (7) thereafter, to all remaining months succeeding the month specified in clause (5). Purchaser shall remit to Seller any such rent it is owed within five (5) Business Days after its Receipt. (iii) To the extent Property Contracts are not terminated pursuant to Section 4.3, (1) Seller shall be credited for sums prepaid by Seller under the Property Contracts, (2) Purchaser shall be credited for any amounts 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 leases or agreements) over the term of the Property Contract. Notwithstanding the foregoing, in no event shall Purchaser receive a credit for any portion of the Operator’s Fee-Bonus (as defined in the Management Agreement) paid pursuant to the Management Agreement. (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) and all cash and cash equivalents held in respect of the Management Agreement and the Existing Mortgage Loan (such as escrows for taxes, insurance, etc.) in the presence of a representative of Purchaser. Purchaser shall retain all amounts required to be held pursuant to the terms of the Management Agreement while all other cash on hand at the Property and cash and cash equivalents held solely in respect of the Existing Mortgage Loan shall be retained by Seller. Notwithstanding the foregoing, Seller shall receive a credit for all amounts Purchaser retains pursuant to this Section 8.4(b)(iv) less any amounts held in the Reserve established pursuant to the Management Agreement, it being agreed and understood that Purchaser shall receive the rights to such Reserve without cost to it. (v) Advance deposits, if any, under the Bookings and all tour and travel agent commissions paid for guest completing their stays prior to Closing shall be retained by and be the sole responsibility of Seller, and Purchaser shall receive a credit for advance deposits, if any, under the Bookings to the extent any Bookings relate to a period after the Closing. In consideration for any and all outstanding gift certificates, vouchers and other similar items (each, a “Gift Certificate”) entitling persons to complimentary or discounted rooms, food, beverages, spa treatments or other goods or services consumed or provided at the Hotel (other than those Gift Certificates entitling persons to a free stay at the Hotel for more one or more nights), Purchaser shall receive a credit in an amount equal to Five Hundred Thousand Dollars ($500,000.00), and Seller shall have no other liability or obligation in respect thereof. With respect to Gift Certificates entitling persons to a free stay at the Hotel for one or more nights, Purchaser shall receive a credit in an amount equal to One Hundred Dollars ($100.00) for each night of income hotel room accommodation at the Hotel provided in such Gift Certificate that is not redeemed as of the Closing and expense that remains redeemable from and after the Closing Date. (vi) All accrued compensation and benefits (including, without limitation, vacation benefits) payable to Hotel Employees attributable to the period prior to Closing, shall be debited to Seller. For the avoidance of doubt and notwithstanding anything to the contrary elsewhere in this Agreement, as to any severance obligations to Hotel Employees, Seller shall remain obligated for any such payments due and payable due to Seller’s actions in terminating any such employee prior to Closing. Similarly, Purchaser shall be liable for any severance obligations arising due to terminations of Property employees which occur after Closing. For purposes of this Agreement, “termination” shall be defined as loss of employment. (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 between effective as of the Cut-Off Time utilizing an estimate of such charges reasonably approved by both Purchaser and Seller and Buyer 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 DateDate 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. Income 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 expenses Seller, or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (viii) At the Closing, Seller will sell to Purchaser, and Purchaser will purchase from Seller, in addition to the Purchase Price for the Property all Food and Beverage Inventory (other than loose bottles of wine or liquor (whether opened or unopened) that are not in closed cases, which loose bottles shall remain on the Property and shall be excluded from the prorations for all purposes (such loose bottles being referred to as the “Excluded Liquor”)) at the Property at Seller’s actual cost as disclosed by Sellers’ books; provided, however, if no cost is ascertainable with respect to a particular component of the Food and Beverage Inventory on Sellers’ books, the first in, first out method of valuation will be used. The purchase price of all Food and Beverage Inventory (other than the Excluded Liquor) will be determined by an actual inventory of all Food and Beverage Inventory taken the day preceding the Closing Date (or such other date as the parties hereto may reasonably agree upon) and will be paid to Seller at Closing in a credit to Seller on Purchaser’s and Seller’s closing statements in the computation of adjustments and prorations on the Closing Date. The closing inventory will be conducted jointly by representatives of Purchaser and Seller. Purchaser will pay for (a) all unopened cases, boxes or other containers of Food and Beverage Inventory (other than the Excluded Liquor), (b) all unopened individual items of Food and Beverage Inventory (other than the Excluded Liquor), and (c) to the extent permitted by applicable law, all other unopened Food and Beverage Inventory and similar unused perishables usable in the ordinary course of the operation of the Property (other than the Excluded Liquor). “Food and Beverage Inventory” means all saleable inventory of food and beverages owned by Seller or by Manager on behalf of Seller, and located at the Property, and used in the operation of any restaurant, cafe, bar or other food service operation within the Property. Notwithstanding the foregoing, Food and Beverage Inventory shall exclude all Liquor License Assets to be sold pursuant to any liquor license asset purchase agreement. 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 net amount will be added to, or deducted from, the Purchase Price. Within sixty (60) days following the Closing, representatives of Purchaser and Seller shall prepare a revised statement (the “Final Closing Statement”, and together with the Preliminary Closing Statement, collectively, the “Closing Statements”) setting forth the final determination of all items to be included in the Closing Statements, and any necessary payment shall be made within thirty (30) days after completion of such Final Closing Statement, provided that any items then still not ascertainable shall be adjusted at such time as they are ascertainable, it being understood that any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the actual number of days best data then available and re-prorated when the information is available but in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period no event later than twelve (12) months following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer The provisions of this Section 8.4 (subject to the provisions of Section 8.4(b)(i)) shall survive the Closing for a period of twelve (12) months and shall not be entitled to deemed merged into any interest on deposits made by Sony or prepaid rent accrued on or before instrument of conveyance delivered at the Closing DateClosing. Purchaser and Seller acknowledge and agree that, except for any interest required to be paid to Sony under Applicable Law or pursuant to as otherwise expressly provided herein, the terms purpose and intent of the Sony Lease. provisions set forth in this Section 8.4 and elsewhere in this Agreement as to prorations and apportionments is that Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to bear all expenses of the ownership and operation of the Property (for which buyers and sellers of hotels in Orange County, California 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 in this Section 8.4 shall be prepared, to the extent the same are assignable applicable and assigned to Buyer not otherwise expressly provided herein, in connection accordance with the sale current edition of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount Uniform System of Accounts for the Sony Work agreed upon between Buyer and SellerHotels. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (athe “Closing Time”), the following (collectively, the “Proration Items”) Real real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between Seller set forth on a preliminary closing statement to be prepared by Sellers and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the -33- preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number of days figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable relation to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with insurance premiums (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent covered by the same are assignable proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Buyer in connection with the sale of the Property)Purchaser. Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, Final readings and the budgeted amount final ▇▇▇▇▇▇▇▇ for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to utilities will be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated if possible as of the Closing Date shall Time, in which event no proration will be made in escrow on at the Closing Datewith respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). All other prorationsSellers will be entitled to all deposits presently in effect with the utility providers, and adjustments Purchaser will be obligated to initial estimated prorations, 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 by Purchaser and Sellers on or before November 30, 2016 (herein, the parties with due diligence and cooperation within 30 days following “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing Dateuntil the Final Proration Date has occurred, or such later time as may be required and in the event any items subject to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or proration hereunder are discovered prior to the Closing Final Proration Date, Seller the same shall pay be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to Sony any sums owing the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to Sony on account use the following, estimated 2016 real estate taxes and assessments for purposes of the incremental difference' between rent due proration of same at Closing: (x) $470,000.00 for the Shoppes at Parkland Real Property and payable by Sony pursuant to the Sony Lease Shoppes at Parkland Improvements and rent previously paid by Sony on account of (y) $180,000.00 for the prior lease in effect between Seller University Palms Real Property and Sonythe University Palms Improvements. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessmentsassessments which are required to be paid for the fiscal period in which the Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the Property terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and 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 prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Escrow Agent for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the month Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller within six (6) months after Closing. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2(a) above) will survive the Closing for twelve (12) months. (b) Purchaser will receive a credit on the basis Closing Statement for the prorated amount (as of the accrual method Closing Time) of accounting. All items of income all Rentals previously paid to and expense for the Property collected by Seller and attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the any period following the Closing Time. After the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required will cause to be paid or turned over to Sony 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 Applicable Law or pursuant to the terms of the Sony applicable Tenant Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable 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 assigned other sums and charges payable to Buyer in connection with Seller or its successor by Tenants under the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, Tenant Leases or from other allowances occupants or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.users of

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense The following will be apportioned with respect to the Property as of 12:01 a.m. (local time at the Property), on the day of Closing, as if Buyer were vested with title to the Property during the entire day upon which Closing occurs: (i) Current rents collected from tenants under the Leases, and rents collected by Seller under the Phoenix Tunnel Sublease (if any), shall be prorated for the month during which the Closing occurs (the term “rents” as used in this Agreement includes all payments due and payable by tenants under the Leases); (ii) Current bills for real estate taxes and special assessments, if any, assessed against the Property (“Taxes”) for the calendar year of Closing shall be prorated on a cash basis, as opposed to an accrual basis, as follows: (A) Buyer shall receive a credit for Taxes payable in calendar year 2007, attributable to the period of Seller’s ownership of the Property in calendar year 2007, as and to the extent that Seller has not yet paid the relevant b▇▇▇ therefor; and Seller shall receive a credit for Taxes paid by or on behalf of Seller in calendar year 2007 to the relevant taxing authority prior to Closing, for Taxes attributable to the period of Buyer’s ownership of the Property in calendar year 2007; (B) Subject to reconciliation as provided in subparagraph (f), below, Seller shall retain all amounts paid or payable by tenants under the Leases on account of Taxes payable during calendar year 2007 for the period prior to Closing, and Buyer shall be entitled to amounts paid by tenants under the Leases on account of Taxes payable during calendar year 2007 for the period after Closing. Notwithstanding the foregoing provisions of this subsection (ii), to the extent it is the responsibility of the tenants under the Leases to pay the Taxes directly to the applicable taxing authorities, there shall be no proration between Seller and Buyer with respect thereto. Any refund or credit attributable to Seller’s overpayment of Taxes payable in 2007 for the period prior to Closing and for previous years (collectively, the “Refund”) which is not the property of tenants under Leases is the property of Seller, and Buyer shall reasonably cooperate with Seller to obtain the Refund at Seller’s reasonable expense. Any other refund for overpayment for Taxes for any other period belongs to Buyer. (b) Payments of accounts for water, sewer, electricity, telephone and all other utilities currently in the name of Seller (or its managing agent) shall be placed in the name of Buyer on the Closing Date and Seller shall arrange for final meter readings and metered services to be conducted on the Closing Date. Seller shall be responsible to pay in full all bills for such utility charges related to any period prior to the Closing Date and Buyer shall be responsible to pay all utility charges related to any period on and subsequent to the Closing Date. With respect to utilities which are not metered, charges for such service shall be prorated as of the Closing Date. Income and expenses , based on charges for the Property previous billing period, and Buyer and Seller shall receive credits or charges, as appropriate, with such amounts to be reprorated promptly after the final bills are issued. Seller shall cooperate with Buyer to effect the transfer of utility accounts from Seller to Buyer. Notwithstanding the foregoing provisions of this subsection (b), to the extent that it is the responsibility of the tenants under the Leases to pay the aforesaid utilities directly to the applicable utility providers, there shall be prorated on no proration between Seller and Buyer with respect thereto. (c) Buyer shall be entitled to a credit against the basis Purchase Price for sums that are due (or accrued) and unpaid as of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date under any Contracts being assumed by Buyer which are not otherwise covered by the foregoing provisions of this Section 10.2, and Seller shall be credited and debited, respectively, entitled to Seller; all items of income and expense attributable a credit to the period following the Closing-Date shall extent that sums have been paid under any Contract, for services to be credited and debited, respectively, performed or goods to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond delivered after the Closing Date. Buyer . (d) Seller shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued responsible for all Tenant Inducement Costs which are due and payable on or before the Closing Date, except for any interest required to be paid to Sony Date under Applicable Law or pursuant related to the terms Leases in existence as of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Contract Date; Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs responsible for (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate have no responsibility for) all Tenant Inducement Costs (i) for or related to produce prior all new Leases (i.e., including, without limitation, any amendment to an existing Lease) signed after the Closing Date a schedule of prorations to be made on Contract Date; and/or (ii) which are due and payable after the Closing Date pertaining for or related to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated Leases in existence as of the Closing Date shall be made in escrow on the Closing Contract Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the Property The following prorations shall be prorated between reflected as adjustments by the Purchase Price under Section 1(b) above (with Seller to have the revenues and Buyer as of the Closing Date. Income and to be responsible for expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or day prior to the Closing Date, and Buyer to have the budgeted amount revenues and to be responsible for expenses on and after the Closing Date): (a) General property taxes (including state, county, municipal, school and fire district, and other local real estate taxes and personal property taxes) applicable to the Property for the Sony Work agreed upon between Buyer and Sellercurrent tax period. All such taxes applicable to the Property for the prior years that are unpaid as of Closing shall be charged to Seller as a credit against the Purchase Price. (b) Buyer and Seller shall cooperate Special taxes or assessments, if any, upon the Property, assessed or becoming a lien on or prior to produce the day prior to the Closing Date (but only past due installments and a schedule pro rata share of prorations to be made on and the next due installment payable after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date Date) shall be made in escrow on charged to Seller as a credit against the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyPurchase Price. (c) On Utility charges and assessments, if any, shall be prorated between the parties so that Seller shall be charged with any accrued but unpaid, past due or delinquent charges and assessments (as to the portion of such charges and assessments attributable to the period prior to Closing) as a credit against the Purchase Price. Seller shall obtain ▇▇▇▇▇▇▇▇ and meter readings as of the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease aid in effect between Seller and Sonysuch prorations. (d) On Amounts payable with respect to the Property under any declaration, restrictive covenant, reciprocal easement agreement or other similar document (if any) affecting the Property for the current period. All such amounts applicable to the Property for periods prior to the current period that are unpaid as of Closing shall be charged to Seller as a credit against the Purchase Price. In the event on the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order precise figures necessary for Sony to waive the benefit any of the Proposition 13 Provision foregoing adjustments are not capable of determination, the adjustments shall be made on the basis of good faith estimates of the Sony Leaseparties, with an adjustment and reconciliation to the extent necessary once the same are finally determined. This Section 8 shall survive the Closing for six (6) months.

Prorations. (a) Real estate taxes All expenses and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to arising from the Property shall be prorated between at Closing. Seller shall pay all taxes, assessments, utilities and other charges and shall be entitled to all income which accrues prior to the date of Closing. Buyer shall pay all taxes, expenses and charges and receive all income which accrues from the Property on and after the date of Closing. Any prepaid rents, security deposits, and triple net charges collected by Seller shall be retained by Seller and Buyer a credit of even amount shall be provided to Buyer. The parties agree to use good faith in negotiating the prorations and allocations on the closing statement using their best efforts to accurately allocate expenses and income from the Property as of Closing. (b) Base rents, percentage rents, additional rents, common area charges, escalations and other tenant reimbursements (other than security deposits) payable under the Leases (collectively, the “Rents”) for the Property or portions thereof shall be prorated as of the Closing Date. Income and expenses for the Property , except that no proration shall be prorated on the basis made for Rents delinquent as of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date (hereinafter called the “Delinquent Rents”). Delinquent Rents include any rents that are more than thirty (30) days past due. Any Delinquent Rents collected after the Closing shall be credited and debited, respectivelyapplied as follows: (i) first, to Sellerthe calendar month in which payment is made; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively(ii) second, to Buyerany unpaid Rent for periods succeeding the month in which Closing occurs; and (iii) third, to any unpaid Rent preceding the month in which Closing occurs. Buyer shall be credited in escrow use reasonable efforts for three (3) months after the Closing Date to assist Seller with (i) the collection of any portion of deposits made by Sony with respect Delinquent Rents that accrued prior to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall have no liability to Seller for Delinquent Rents that remain uncollected after such three (3) month period. Notwithstanding the foregoing, Seller shall have the right to commence and pursue litigation against any tenant to collect any Delinquent Rents, provided, that Seller may not be entitled to seek as a remedy in any interest on deposits made by Sony such litigation the termination of any Leases or prepaid rent accrued on or before the Closing Date, except for dispossession of any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Leasetenant. Seller shall be credited in escrow with agrees to forward any refundable deposits or bonds held Rents received by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and it after the Closing Date pertaining to Buyer for application in accordance with the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyprovisions hereof. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. Sellers and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (athe “Closing Time”), the following (collectively, the “Proration Items”) Real real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of (b) below), expenses under 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). Sellers will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between Seller set forth on a preliminary closing statement to be prepared by Sellers and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Sellers and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Sellers (if the preliminary prorations result in a net credit to Sellers) or by Sellers to Purchaser (if the preliminary prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number of days figures, and a final cash settlement will be made between Sellers and Purchaser. No prorations will be made in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable relation to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with insurance premiums (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent covered by the same are assignable proration of Operating Expense Recoveries), and Sellers’ insurance policies will not be assigned to Buyer in connection with the sale of the Property)Purchaser. Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, Final readings and the budgeted amount final ▇▇▇▇▇▇▇▇ for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to utilities will be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated if possible as of the Closing Date shall Time, in which event no proration will be made in escrow on at the Closing Datewith respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). All other prorationsSellers will be entitled to all deposits presently in effect with the utility providers, and adjustments Purchaser will be obligated to initial estimated prorations, 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 by Purchaser and Sellers on or before November 30, 2016 (herein, the parties with due diligence and cooperation within 30 days following “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing Dateuntil the Final Proration Date has occurred, or such later time as may be required and in the event any items subject to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or proration hereunder are discovered prior to the Closing Final Proration Date, Seller the same shall pay be promptly prorated by the parties in accordance with the terms of this Section 10.4. Notwithstanding anything to Sony any sums owing the contrary provided in this Agreement including, but not limited to, this Section 10.4(a), Sellers and Purchaser hereby agree to Sony on account use the following, estimated 2016 real estate taxes and assessments for purposes of the incremental difference' between rent due proration of same at Closing: (x) $172,450.00 for the Cherokee Plaza Real Property and payable by Sony pursuant to the Sony Lease Cherokee Plaza Improvements, (y) $154,000.00 for the ▇▇▇▇▇ Plains Exchange Real Property and rent previously paid by Sony on account of the prior lease in effect between Seller ▇▇▇▇▇ Plains Exchange Improvements, and Sony(z) $105,000.00 for the ▇▇▇▇▇▇▇▇ Bridge Commons Real Property and the ▇▇▇▇▇▇▇▇ Bridge Commons Improvements. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes All revenues, income, receivables, costs, expenses and assessments, personal property taxes, if any, rental income and all other items payables of income and expense with respect to the Property shall be prorated between Seller Owner (including the TIC Interest of Forest City) on the one hand and Buyer Acquirer and Forest City, on the other hand, as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in a particular month, and with respect to the month items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing and if any item of proration or adjustment is incapable of complete proration or adjustment at the Closing, the parties agree to make such proration or adjustment as soon thereafter as reasonably possible based upon complete information. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. Acquirer shall receive no credit for unamortized rent concessions with respect to tenant leases in effect on the Effective Date. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; Acquirer shall include such delinquencies in its normal billing and shall pursue the collection thereof in good faith after the Closing Date (but Acquirer shall not be required to litigate or declare a default in any Tenant Lease). To the extent Acquirer 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 Acquirer 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 Owner's share thereof being promptly delivered to Owner. Acquirer 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 Owner is entitled to receive its share of charges or amounts without first obtaining Owner's written consent. Owner hereby reserves the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Owner. Acquirer shall reasonably cooperate with Owner 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, Owner shall retain all rights relating thereto; (ii) Rent for the current payment period under the Ground Lease. Any remaining credit due Owner on Additional Rent pursuant to the Settlement Agreement dated December 12, 1995 between Owner and World Savings shall be credited to Owner at Closing; (iii) Real estate and personal property taxes and any special assessments, based upon the latest previous tax levies. Such items shall be reapportioned between Owner and Acquirer if current tax rates differ from the latest previous tax rates as soon as the same are known. Owner agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Owner or the Acquirer at any time subsequent to Closing but with reference to any period prior thereto during Owner's ownership thereof, Owner shall promptly pay to Acquirer an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Owner'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 Owner) shall be promptly paid over to Owner. In the event that any assessments on the Property are payable in installments, then the installment for the current period shall be prorated (with Acquirer assuming the obligation to pay any installment due after the Closing Date). In no event shall Owner 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; (iv) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the accrual method duration of accounting. All items the same; (v) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and any other deposits and prepaid rent, shall be credited (or assigned) to Acquirer; (vi) Utility charges levied against Owner or the Property, and Acquirer shall transfer all such utility services to its name and account immediately upon Closing; (vii) Service Contracts on the basis of income and expense the charge or premium for the Property attributable to period involved; (viii) Tenant improvements costs, leasing commissions and legal fees for leases signed after the period through and including the Closing Effective Date shall be credited and debitedpaid by Acquirer, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent approved by Acquirer in accordance with Paragraphs 7(a) and 7(b) together with any amounts payable thereunder; and (ix) All other operating expenses incurred in the same are assignable management and assigned to Buyer in connection with the sale operation of the Property). Buyer No insurance policies shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Dateassigned hereunder, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date accordingly there shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyno proration of insurance premiums. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes Seller and assessments, personal the Assigning Subsidiaries shall bear all property taxes, if any, rental income and all other items of income and expense ad valorem tax liability with respect to the Property Purchased Assets if the lien or assessment date (the date on which the liability becomes fixed or assignable to the Purchased Assets) arises on or prior to the Cut-Off Date irrespective of the reporting and payment dates of such Taxes. Seller and the Assigning Subsidiaries shall be prorated between Seller and Buyer responsible for all other Taxes as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days levied by any foreign, federal, state or local taxing authority in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony jurisdiction with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony ownership, use or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms leasing of the Sony Lease. Seller shall be credited in escrow with any refundable deposits Purchased Assets for all periods (or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs"portions thereof) attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, Date and the budgeted amount Purchaser shall be responsible for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior all such Taxes with respect to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately ownership, use or reasonably estimated as leasing of the Closing Date shall be made in escrow on Purchased Assets for all periods (or portions thereof) after the Closing Date. Notwithstanding the foregoing sentence, any property and ad-valorem tax liability not subject to the first sentence of this Section 2.5 or any sales, use or similar Tax liability shall be allocated between the Seller and the Assigning Subsidiaries and the Purchaser and the Purchaser Affiliates as of the Cut-Off Date. All other prorations, and adjustments payments to initial estimated prorations, shall be made by Seller and the parties Assigning Subsidiaries in accordance with due diligence and cooperation within 30 days this Section 2.5 shall be made, to the extent then determinable, at the Closing with such payments deposited into escrow until due, or, to the extent not determinable as of the Closing, promptly following the Closing Datedetermination thereof, or with such later time as payments deposited into escrow pursuant to Section 2.6 until due. Purchaser shall have the right of review and approval of each member of the Seller Group's property Tax Returns and assessments and the right to contest any assessment for which Purchaser may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, adversely affected. Seller shall pay cause each Assigning Subsidiary to Sony cooperate with Purchaser to advance any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonycontest. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes The following are to be apportioned between Purchaser and assessmentsthe respective Seller as of 11:59 p.m. on the day preceding Closing Date, personal property taxes, if any, rental with such Seller entitled to all income produced from the operation of the applicable Property which is allocable to the period prior to the Closing Date and shall be responsible for all expenses allocable to that period; and Purchaser entitled to all income and (solely with regard to the applicable Loan Documents, Service Agreements, Leases, Permitted Exceptions and other obligations accepted and expressly assumed by Purchaser at Closing) responsible for all other expenses allocable to the period beginning at 12:00 a.m. on the day Closing occurs. At the Closing, all items of income and expense with respect to the Property listed below shall be prorated between Seller in accordance with the foregoing principles and Buyer as the rules for the specific items set forth hereafter (provided, however, that in the event that any of the Leases or subleases, if any, covering all or part of the Properties provide that the tenants or subtenants thereunder are responsible for direct payment of any of the expenses, such expenses shall be apportioned as between Sellers and Purchaser, but not adjusted on the Closing Date. Income Statement at Closing, provided, further, if such direct payments are not paid by such tenants when due and payable, Seller agrees to promptly disburse to Purchaser funds in the amount of such payments apportioned to Seller at Closing, and Seller agrees that the foregoing shall not in any manner limit Seller’s obligation to discharge any such expenses attributable to Seller for the period prior to the Closing Date which are delinquent unless Seller has disbursed such amounts to Purchaser; and provided, further, if Seller disburses any such amounts to Purchaser and Purchaser subsequently collects the same from such tenants, Purchaser shall promptly reimburse such amount to Seller to the extent actually collected): (a) Rents including base or minimum rents, escalations, additional rent and percentage rent (“Rents”) as further described below; (b) Water, sewer, gas, electric, vault, utility and fuel charges, if any; (c) Operating expenses for the Property Properties including, without limitation, sums due or already paid pursuant to any Assumed Service Agreements (but excluding any amounts related to Service Agreements which are not assumed by Purchaser, which shall be prorated remain the responsibility of Seller); (d) Amounts paid pursuant to all transferable licenses and permits, on the basis of the actual number of days in the month and fiscal year for which levied; (e) Interest payments on the basis of the accrual method of accounting. All items of income and expense applicable Assumed Mortgage Loan; and (f) Assessments but only for the Property attributable to annual installment for the period through and including fiscal year in which the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Selleroccurs. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes Seller shall be responsible for and assessments, shall pay all personal property taxes, if any, rental income ad valorem taxes and all other items of income and expense assessments which are past due or have become due with respect to the Property shall be prorated between Seller and Buyer as any of the Closing Date. Income and expenses for Restaurant Assets or the Real Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for together with any penalty or interest required thereon. The Seller and Buyer shall cause to be paid to Sony under Applicable Law or pursuant to prorated through the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor Closing Date all (i) applicable personal property taxes and ad valorem taxes arising with respect to the Restaurant Assets or the Real Property for the current assessment period and (ii) accrued vacation attributable to Seller's employees (and hired by Buyer) and not yet due or paid as of the Closing Date. Seller shall, at Closing, pay Buyer an amount equal to the extent the same are assignable Seller's prorated portion of such taxes and/or accrued vacation, and assigned to Buyer in connection with the sale of the Property). Buyer thereafter shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable timely pay such amount to the Sony Lease which Seller has appropriate taxing authority or employee, respectively. If current tax bills are not paid on or prior to available as of the Closing Date, the prior year's tax bills will be used for purposes of making a tentative proration at the Closing, and a final proration shall be made promptly when the current tax bills are received. The Seller shall (and the budgeted Shareholders shall cause Seller to) remit any additional amounts due to Buyer within sixty (60) days of receipt of written notice thereof from Buyer (which notice shall include reasonable evidence of the taxes owed and a statement of the amount for claimed of Seller). The Buyer shall remit to the Sony Work agreed Seller any excess amounts previously paid by Seller (as well as reasonable evidence of the taxes owed and a statement regarding the excess amounts) promptly upon between Buyer receiving the current year's tax bills and Sellerdetermining the amount of such excess. (b) Buyer Except for insurance premiums on the policies being retained by Seller, at the Closing, all normal and customarily prorated items, including without limitation, maintenance fees and assessments, rent, prepaid Yellow Pages advertisements and other prepaid obligations and, to the extent available at Closing, utility services being continued to the Real Property, shall be prorated as of the Closing Date. Seller (or the landlord under any leases, as appropriate) shall cooperate be charged for and credited with all prorated items up to produce prior to and including the Closing Date a schedule and Buyer shall be charged for and credited with all of prorations to be made on same from and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to Premiums for Seller's insurance will not be prorated since Buyer will not assume the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable coverage maintained by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonySeller. Buyer hereby acknowledges that Buyer will be solely responsible for obtaining Buyer's own insurance coverage. (d) On If Buyer desires to have existing utility services continued to the Closing DateReal Property after the Closing, Buyer shall use its reasonable efforts to make arrangements for such continuation, including advising the provider of such utility services of changes in billing name and address and paying security deposits, if any, are required by the provider of such utility services. Buyer shall be fully responsible and shall pay on time all utility charges after Closing. If Buyer shall not have completed all changes in billing from Seller to Buyer within fifteen (15) days after Closing, Seller may, after ten (10) days notice and opportunity to cure to Buyer, take actions it deems appropriate to absolve itself of further liability to the utility companies, including but not limited to instructions to terminate services. Whether existing utility services to the Real Property are continued or discontinued, all deposits held by the providers of such utility services shall pay Sony through escrow be paid to Seller. (e) The provisions of this Section 1.5 shall survive the amount due to SonyClosing. (f) Buyer and Seller shall share, as agreed between Seller co-equally, all real property/title company closing costs including, but not limited to, title insurance, surveys, filing fees and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Leasedocument preparation.

Prorations. (a) Real All normal and customarily proratable items, including without limitation, real estate and personal property taxes and assessments, personal property taxesutility 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 Closing Date, Seller being charged and credited for all of the same relating to the period up to the Closing Date and Buyer being charged and credited for all of the same relating to the period on and after the Closing Date. If the amount of any such item is not known at the time of the delivery of the Deed, such item shall be apportioned on the basis of the comparable period of the prior year with a reapportionment within thirty (30) days of the Closing Date or as soon thereafter as the amount of 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, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income 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 expenses for reimbursements from the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debitedtenants (with no obligation, respectivelyhowever, to Seller; all items of income and expense attributable to the period following the Closingincur any additional out-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony of-pocket costs with respect to the Property held by Seller thereto) and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent as soon as the same are assignable and assigned received by Buyer, said receipts shall be applied first to any amounts expended by Buyer in connection with to secure Delinquent Rents, then to the sale rents owed by such tenant for any period after Closing, then to the rents owed by such tenant for the month of the Property)Closing, and then to Delinquent Rents. Buyer shall be credited in escrow with any leasing commissions, Seller reserves the right to bring suit against tenants of the Property to collect for Delinquent Rent (and other allowances or leasing costs (collectively, "Leasing Costs") attributable charges due to Seller for the Sony Lease which Seller has not paid on or period prior to the Closing DateClosing) but Seller may not, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior subsequent to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as date hereof, bring suit for possession of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made premises occupied by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partytenants. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate The first half of real property taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer for fiscal year July 1, 2003 through June 30, 2004 (the "Tax Year") have been paid as a part of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to BuyerDevelopment Costs. Buyer shall pay, outside of and after the Close of Escrow, the second half of such real property taxes for the Tax Year. Accordingly, there shall be credited no real property tax proration through Escrow. In addition, any supplemental property tax assessments resulting from the construction of Landlord's Work and Tenant's Work, each as defined in escrow with (i) any portion the Lease, on the Sale Land, regardless of deposits made by Sony with respect to date of issuance or the Property held by Seller period covered, are the responsibility of and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms by Buyer. Any of the Sony Lease. such supplemental assessments received by Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned forwarded to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Sellerpayment. (b) Buyer shall obtain its own insurance with respect to the Property and shall not succeed to Seller's insurance. There shall be no proration with respect to liability insurance with respect to the Property. Seller has carried casualty insurance with respect to the Property and Landlord's Improvements thereon, and Buyer shall cooperate to produce prior to be responsible for the premiums therefor (and Seller's overhead allowance with respect thereto) through the Closing Date a schedule of prorations to be made as provided on and after the Closing Date pertaining to Exhibit C-3, provided that it is acknowledged that Seller will cease carrying earthquake insurance on the Property as complete and accurate as reasonably possibleof February 1, 2004. All prorations which can be liquidated accurately or reasonably estimated Seller may cancel such insurance as of the Closing Date and Buyer shall place its own casualty insurance with respect to the Property and the improvements thereon. Except as provided in subsection (a) above, this subsection (b) and Section 4.3, there shall be made in escrow on the Closing Date. All other prorations, and no prorations or adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment respect to the party yielding a net credit from such prorations from the other partyProperty. (c) On Buyer shall be entitled to the Utility Deposits when the same are refunded, outside of and after the Close of Escrow. Seller shall reasonably cooperate with Buyer in obtaining such refunds. If either or prior both of the Utility Deposits are refunded to Seller, Seller shall promptly remit the same to Buyer. The parties shall cooperate to have utility bills for the Property changed into Buyer's name by the Closing, if possible, or otherwise as soon as possible after the Closing Date. If any such utility bills remain in Seller's name after the Closing Date, Seller shall pay promptly forward same to Sony any sums owing to Sony on account of the incremental difference' between rent due Buyer upon receipt and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller Buyer shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Leasesuch bills directly.

Prorations. (a) Real estate taxes and assessmentsRents, personal property taxesincluding, without limitation, percentage rents, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income any additional charges and expenses for the Property shall be prorated payable by tenants under Leases, all as and when actually collected; real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents; annual permits and/or inspection fees (calculated on the basis of the actual number period covered); and any other expenses of days 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 which Seller shall receive a credit at Closing in the month 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., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of a 365-day year. Buyer shall reimburse Seller for the accrual method of accountingLeasing Costs due Seller, as provided in Section 7.2. Seller shall pay, or credit Buyer, for the Leasing Costs for which Seller is responsible pursuant to Section 7.2. All items rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant 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 reimbursement for work performed by Seller on the tenant’s premises, such payment shall be so applied. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing shall be deemed a payment of rent due after the Closing until the tenant is current on rents and sums due under the 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 Closing. Buyer shall use reasonable efforts to collect such rents and other sums owing to Seller. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant other than to ▇▇▇ for collection. Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within 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 and 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 attributable incurred by both Seller and Buyer for the entire calendar (or, if applicable, fiscal) year, rather than on the amount of such expenses actually incurred by each party for such year, in order to enable the period through 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 including otherwise in accordance with this Section 8.5(a). By way of illustration but without limiting the foregoing, if: (i) the Closing Date occurs on June 1, 2004, (ii) during Seller’s period of ownership of the Property during the year 2004 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer’s period of ownership of the Property during the year 2004 (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). The amount of any cash security deposits held by Seller under Leases shall be credited against the Purchase Price (and debitedSeller shall be entitled to retain such cash security deposits). With respect to any security deposits held in the form of letters of credit, respectivelyif the same are transferable by their terms, Seller shall deliver such letters of credit to Buyer at the Closing, along with Seller’s execution of any reasonable transfer request of the issuing bank necessary to transfer the letter of credit to Buyer, but in any event at no cost or expense to Seller; . If such letters of credit are not transferable by their terms, Seller shall reasonably cooperate with Buyer so as to effect a transfer or re-issuance of such letters of credit to Buyer at Closing or as soon thereafter as may be reasonably possible. If, despite such efforts, such letters of credit are not transferred or re-issued to Buyer as of Closing, then after Closing, pending such transfer or re-issuance, if Buyer certifies to Seller that it is entitled to all items or any portion of income and expense attributable the security deposit under the Lease, Seller (at Buyer’s expense) shall reasonably cooperate with Buyer to make all or any portion of the period following the Closing-Date shall be credited and debited, respectively, proceeds of such letters of credit available to Buyer; provided, however, that Buyer shall indemnify Seller against any and all claims, damages and expenses related to carrying out Buyer’s directions. Buyer shall cause all utilities to be credited in escrow with (i) transferred into Buyer’s name and account at the time of Closing, and shall make any portion utility deposits. All of Seller’s utility deposits made by Sony with respect shall be refunded to the Property held by Seller, and if Buyer receives any Seller utility deposits, Buyer shall promptly pay them over to Seller. Seller and which are refundable to Sony Buyer hereby agree that if any of the aforesaid prorations and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall credits cannot be entitled to any interest calculated accurately on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to in the case of an error, or in the case of rents or other charges received from tenants, such amount have not been collected, then the same shall be paid to Sony under Applicable Law calculated as soon as reasonably practicable after the Closing Date or pursuant the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the terms other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the Sony Leaserate 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. Seller Upon request of either party, the parties shall be credited in escrow with any refundable deposits or bonds held provide a detailed and accurate written statement signed by any utility, governmental agency or service contractor with respect such party certifying as to the Property (payments received by such party from tenants from and after Closing and to the extent the same are assignable and assigned to Buyer manner in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Datesuch payments were applied, and shall make their books and records available for inspection by the budgeted amount for the Sony Work agreed other party during ordinary business hours upon between Buyer and Sellerreasonable advance notice. (b) All basic owner’s title charges (excluding extended coverage, any of Buyer’s endorsements, reinsurance charges, lender’s policy premiums, costs to remove the standard survey exception in Texas, and the additional premium costs resulting from the issuance of separate title policies for any of the buildings comprising the Property or the upgrade of a CLTA policy in California to an ALTA policy) shall be paid by Seller. All sale and transfer taxes or similar taxes imposed upon the transfer of the Property by applicable law shall be allocated between the parties as is custom in the state, county and city in which the Property is located. Seller has ordered updated surveys for each Property, and has or will deliver a copy to Buyer. At Closing, Buyer and shall (i) reimburse Seller shall cooperate to produce for the survey costs paid by Seller prior to Closing and (ii) pay the Closing Date surveyors directly for the surveys not previously paid by Seller, and all updates and modifications required by Buyer. Any escrow fees shall be split equally between Seller and Buyer. Except as set forth above, all title charges (including extended coverage, any of Buyer’s endorsements, reinsurance charges, lender’s policy premiums, costs to remove the standard survey exception in Texas, and the additional premium costs resulting from the issuance of separate title policies for any of the buildings comprising the Property or the upgrade of a schedule of prorations CLTA policy in California to an ALTA policy), survey costs, closing fees, recording fees or taxes shall be made on paid by Buyer at Closing. The parties will execute and after the Closing Date pertaining deliver any required transfer or other similar tax declarations to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyappropriate governmental entity at Closing. (c) On or prior to The provisions of this Section 8.5 shall survive the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonyClosing. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. Except as otherwise provided in this Agreement with respect to items allocable exclusively to Seller or Purchaser, to the extent that any of the items listed below in this Section 3.4 are paid by Seller prior to the Closing or are payable by Purchaser or the Seller after the Closing Date, such items shall be apportioned as of the Closing Date such that Seller shall be liable for (and shall reimburse Purchaser, including without limitation by offset to the General Balance held in escrow to the extent that Purchaser shall pay) that portion of such of the foregoing relating or attributable to periods prior to the Closing Date and Purchaser shall be liable for (and shall reimburse Seller to the extent Seller shall have paid) that portion of the foregoing relating or attributable to, periods on or after the Closing Date. Should any amounts to be prorated not have been finally determined on the Closing Date, a mutually satisfactory estimate of such amounts made on the basis of Seller's records shall be used as a basis for settlement at Closing, and the amount finally determined will be prorated as of the Closing Date and appropriate settlement made as soon as practicable after such final determination, with final settlement to be made no later than The Settlement Date. If as a result of any such settlement in accordance with the preceding sentence Purchaser is owed an amount from Seller, Purchaser shall have the right in its sole discretion to be reimbursed for such amount out of the Escrow Amount. Such prorated items shall include: (a) Real estate taxes personal property, real estate, retail sales, occupancy and assessments, personal property taxeswater Taxes, if any, rental income and all other items of income and expense on or with respect to the Property shall be prorated between Seller and Buyer as Business, the Acquired Assets and/or the Assumed Obligations notwithstanding the date of the Closing Date. Income assessment of such Taxes; (b) insurance premiums of any policies acquired by Purchaser at Closing; and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (ic) any portion of deposits made by Sony with respect and all other expenses customarily subject to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer proration in connection with the sale and purchase of assets and not otherwise provided for herein. Seller and Purchaser agree to furnish each other with such documents and other records as each party reasonably requests in order to confirm all adjustment and proration calculations made pursuant to this Section 3.4. The proration and adjustment process provided in this Section 3.4 shall also include an adjustment of cash received by Purchaser or Seller (as the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs"case may be) attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony is entitled pursuant to the Sony Lease provisions of Sections 2.1 and rent previously 2.3 above, but shall not include an adjustment for security and other deposits heretofore paid by Sony on account of the prior lease in effect between Seller and Sonyto third parties. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessmentsFor purposes of Section 6.3 of the Purchase Agreement, personal property taxes, if any, rental income the term "Property" shall be deemed to include the Excluded Parcel and all other items proration's, adjustments and reconciliations set forth in Section 6.3 of income the Purchase Agreement shall be 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 with respect to item defined as "Taxes and Assessments" for the Property Excluded Parcel shall be prorated between separately pursuant to the Excluded Parcel Purchase Agreement based upon the square footage of the land contained in the Excluded Parcel and 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 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 amount of all security deposits from Tenants that are in the possession or control of Seller as of the Closing Date and Buyer (ii) the net amount of accounts receivable credits due to Tenants as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. The following provisions shall apply to the division of funds, obligations and payments between the parties as of closing hereunder: (a) Real estate taxes The parties shall adjust and assessments, personal property taxes, if any, rental income and all other prorate the following items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of 11:59 p.m. on the Closing Date: (1) All rent, including base rent, minimum rent and percentage rent (if any), which relates to the months or other applicable periods up through the month or other applicable period within which the closing occurs. Income and expenses for the Property Any rent which is payable in arrears shall be prorated adjusted on the basis of figures equivalent to the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense rent payable for the Property attributable to the period through and including the Closing Date shall be credited and debitedimmediately preceding rent period, respectivelythen readjusted after closing upon determination of final, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyeractual amounts in accordance with this section. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except receive a credit for any interest required to be paid to Sony under Applicable Law or pursuant to rental amounts which arc overdue and delinquent at the terms time of the Sony Leaseclosing. Seller shall have the right to take action, including suit in court, to collect such delinquent amounts from the applicable tenant(s) after closing, provided that Seller shall not assert any action for eviction or other action for possession of any tenant’s space, and Buyer agrees to pay to Seller any such delinquent amounts, which are applicable to the period prior to closing, but which are received by Buyer. (2) All amounts payable by tenants at the Property as periodic estimates of the costs of utilities, taxes, insurance, maintenance, repairs and other operating expenses relating to the months or other applicable periods up through the month or other applicable period within which the closing occurs shall be credited to Buyer less amounts validly spent on items for which such charges were collected in escrow accordance with the tenant’s lease. At least 5 days prior to closing, Seller shall provide Buyer with reasonable documentation evidencing amounts collected and spent. Seller shall not receive a credit for any refundable deposits or bonds held by any utilityestimates of expenses which are overdue and delinquent at the time of closing. Seller shall have the same rights of collection, governmental agency or service contractor and Buyer the same obligation of payment, with respect to such estimates as are set forth for rental amounts in §5.07(a)(1) above (and as limited by such provision). (3) All real property taxes, assessments and other governmental impositions of any kind or nature, including any special assessments or similar charges, accrued or imposed in any connection with the Property (collectively “Taxes”), which relate to the tax year or other applicable period within which the closing occurs, to the extent such Taxes are payable to the same authorities in advance of the applicable period. With respect to Taxes payable to the authorities in arrears after expiration of the applicable period, and with respect to any portion of the Taxes which are assignable payable by any tenant directly to the authorities, no proration or adjustment shall be made. (4) All fees, costs and assigned to Buyer expenses incurred in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, including but not limited to fees, costs and expenses under maintenance, trash removal, janitorial or other allowances or leasing costs (collectivelyservice contracts and water, "Leasing Costs") attributable sewer and utility charges, which relate to the Sony Lease period within which Seller has not paid on the closing occurs, as well as any other costs or prior to expenses for which the Closing Date, and tenants at the budgeted amount for the Sony Work agreed upon between Buyer and SellerProperty pay periodic estimates or other pass-through charges as described in §5.07(a)(2) above. (b) The parties agree that in the event the Buyer and Seller shall cooperate to produce prior does not deliver to the Closing Date a schedule of prorations Escrow Agent the necessary funds for closing in sufficient time for the Seller’s proceeds thereof to be made on and after the Closing Date pertaining delivered to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow Seller’s account pursuant to § 1.02(b) by 4:00 P.M. Eastern Standard Time on the Closing Date. All other prorations, and adjustments to initial estimated prorations, then the prorations described in Subsection (A) above shall be made recalculated as of 11:59 P.M. Eastern Standard Time the next day (or, if later, the first day on which Seller has such funds by 1:00 P.M. Eastern Standard Time). Such recalculation shall not diminish or otherwise affect the parties’ obligation to close at the time and at the place required by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyterms of this Agreement. (c) On Seller shall transfer to Buyer a credit against the Purchase Price equal to the total amount held by the Landlord as cash security deposit money under tenant leases in connection with the Property. Buyer shall pay or credit to Seller at closing an amount equal to the amount of any utility or other deposits posted or held by utility suppliers or other parties with respect to the Property, and Seller shall assign to Buyer all rights to receipt or return of such deposits. All leasing commissions and tenant improvement costs arising in connection with leases, lease amendments or other agreements with tenants which are entered into by Seller on or after the Effective Date and before closing shall be assumed and paid by Buyer, with an adjustment of the Purchase Price to be made at closing in order to credit to Seller any payments of such amounts made by Seller prior to the Closing Dateclosing. In addition, Buyer shall assume and pay, and hereby indemnifies Seller shall pay from, any commissions or fees becoming payable to Sony any sums owing to Sony brokers or agents after closing, including commissions or fees which become payable after closing on account of the incremental difference' between rent due and payable by Sony pursuant property visits, lease negotiations or other broker or agent activities taking place prior to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonyclosing. (d) On The obligations under this section shall survive closing. In the Closing Dateevent that any errors in prorations or adjustments made at closing are discovered after closing, Seller the parties shall pay Sony through escrow promptly re-adjust the amount due subject amounts, with such payments to Sonybe made between the parties as are necessary to correct the errors. In all events, as agreed between Seller and Sonythe parties shall make such adjustments, or confirm in order for Sony to waive writing that no such adjustments are necessary, within 120 days after the benefit end of the Proposition 13 Provision of calendar year in which the Sony Leaseclosing occurs.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Closing Time"), the following (collectively, the "Proration Items"): real estate and personal property taxes and assessmentsassessments which are required to be paid for the calendar year in which the Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the Property terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and 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 prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in the month Operating Expense Recoveries), and on the basis Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the accrual method of accounting. All items of income and expense for Closing Time, in which event no proration will be made at the Property attributable Closing with respect to utility bills (except to the period through extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and including Purchaser will be obligated to make its own arrangements for deposits with the Closing Date utility providers. A final reconciliation of Proration Items shall be credited made by Purchaser and debited, respectively, to Seller; all items of income and expense attributable to the period Seller within ninety (90) days following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with The provisions of this Section 10.4 (iexcluding subsection (e) any portion of deposits made which is governed by Sony with respect to the Property held by Seller and which are refundable to Sony and (iiSection 3.2(a) rent prepaid by Sony beyond above) will survive the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property twelve (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs"12) attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Sellermonths. (b) Buyer and Seller shall cooperate to produce prior to Purchaser will receive a credit on the Closing Date a schedule of prorations to be made on and after Statement for the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated prorated amount (as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, Time) of all Rentals previously paid to and adjustments collected by Seller and attributable to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days any period following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to Time. Seller will receive a credit on the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.Closing

Prorations. (ai) Real estate taxes and assessmentsExcept as otherwise provided below, personal property taxesfor each item prorated hereunder, if any, rental income and all other items of income and expense with respect the portion thereof allocable to the Property shall be prorated between Seller and Buyer periods beginning as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date Proration Time (as hereinafter defined) shall be credited to Buyer, or charged to Buyer, as applicable, and debited, respectively, the portion thereof allocable to Seller; all items periods ending as of income and expense attributable to the period following the Closing-Date Closing Proration Time shall be credited and debitedto Seller, respectivelyor charged to Seller, to Buyer. Buyer as applicable, all of which prorations shall be credited in escrow with (i) any portion of deposits made by Sony with respect to applicable Properties at Closing or, in the Property held case of allocations to be made after Closing, upon receipt of such payments or payment of such expenses, as the case may be. As used herein, “Closing Proration Time” means (x) if the Purchase Price (or allocated portion thereof) is received by Seller and which are refundable prior to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest 5:00 p.m. local New York, New York time on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to as of 11:59 p.m. local New York, New York time on the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or day prior to the Closing Date, and in which event Buyer shall be deemed owner of the budgeted amount applicable Properties on the Closing Date for the Sony Work agreed purposes of prorations hereunder, and (y) if the Purchase Price (or allocated portion thereof) is received by Seller at or after 5:00 p.m. local New York, New York time on the Closing Date, 11:59 p.m. local New York, New York time on the Closing Date in which event Seller shall be deemed owner of the applicable Properties on the Closing Date for the purposes of prorations hereunder. If the Closing Statement reflects prorations calculated based on an incorrect Closing Proration Time, then either at Closing or upon between Buyer and Seller. (b) reproration after Closing, Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated reprorate as of the correct Closing Date Proration Time. Subject to the foregoing, prorations at Closing shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time calculated as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.follows:

Prorations. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date, the following (a) Real collectively, the “Proration Items”): real estate and personal property taxes and assessmentsassessments which are required to be paid for the calendar year in which the Closing occurs, personal property taxesutility bills, if anyand operating expenses payable by the owner of the Property, rental income and all other items of income and expense with respect to the Property extent not payable by Seller as Tenant under the Lease. Seller will be charged with and credited for the amounts of all of the Proration Items relating to the period up to the Closing Date, and Purchaser will be charged with and credited for all of the Proration Items relating to the period on and after the Closing Date. Such preliminary estimated Closing prorations shall be prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for , the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number of days figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in the month relation to insurance premiums, and on the basis Seller’s insurance policies will not be assigned to Purchaser. Final readings and final b▇▇▇▇▇▇▇ for utilities will be made if possible as of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including day preceding the Closing Date shall Date, in which event no proration will be credited and debited, respectively, to Seller; all items of income and expense attributable to made at the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony Closing with respect to utility bills. Seller will be entitled to all deposits presently in effect with the Property held utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller and which are refundable to Sony and within six (ii6) rent prepaid by Sony beyond months following the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before The provisions of this Section 10.4 will survive the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to four (4) months following the terms Expiration Date of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessmentsRents, personal property taxesincluding, without limitation, percentage rents, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income any additional charges and expenses for the Property shall be prorated payable by tenants under Leases (collectively, "Tenant Receivables"), all as and when actually collected; real property taxes and assessments; water, sewer and utility charges; amounts payable under any Service Contracts or other agreements or documents being assumed by Buyer hereunder; annual permits and/or inspection fees (calculated on the basis of the actual number period covered); and any other expenses of days 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 which Seller shall receive a credit at Closing in the month 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., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closinga 365-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Sellerday year. (b) Buyer shall apply Tenant Receivables after the Closing in the following order of priority: (i) first, to payment of the current Tenant Receivables then due for the month in which the Closing occurs, which amount shall be apportioned between Buyer and Seller as set forth in Section 5.4(a) (with Seller's portion thereof to be delivered to Seller); (ii) second, to Tenant Receivables applicable to the period of time after the Closing, which amount shall cooperate be retained by Buyer; and (iii) thereafter, to produce Tenant Receivables applicable to the period of time prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated but not collected by Seller as of the Closing Date Closing, which amount Buyer shall promptly deliver to Seller. Buyer shall use reasonable efforts to collect such delinquent rents. Seller retains the rights to collect any such delinquent rents from tenants after Closing. Lease Inducement Costs shall be made paid and prorated as provided in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partySection 8.2 below. (c) On Reconciliations of taxes, insurance charges and other expenses owed by tenants under Leases for the calendar year (or prior fiscal year if different from the calendar year) in which the Closing occurs shall be prepared by Buyer with the cooperation of Seller within 90 days following the end of such year in accordance with the requirements set forth in the Leases and as provided in Section 5.4(a) above. (d) The amount of any cash security deposits held by Seller under Leases shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). To the extent that any security deposits held by Seller under Leases are in the form of letters of credit, Seller shall (i) deliver to Buyer at Closing the original letter of credit, and (ii) execute and deliver at Closing such other instruments as the issues of such letter of credit shall reasonably require in order to cause the named beneficiary under such letter of credit to be changed to Buyer. Buyer shall cause all utilities to be transferred into Buyer's name and account at the time of Closing, and shall make any utility deposits. All of Seller's utility deposits shall be refunded to Seller, and if Buyer receives any Seller utility deposits, Buyer shall promptly pay them over to Seller. (e) Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, such amount have not been collected, then the same shall be estimated in good faith for purposes of consummating the Closing in accordance with Section 5.4(a) and, as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other party a sum of money based on such subsequent proration(s) or credits shall pay said sum to the other party within thirty (30) days thereafter. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after 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. Notwithstanding the foregoing, within six (6) months after the Closing Date, Seller and Buyer shall pay agree to Sony any sums owing to Sony reprorations based on account of additional information learned after the incremental difference' between rent due and payable by Sony Closing about the prorations previously made pursuant to the Sony Lease foregoing provisions of this Section 5.4 and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonypursuant to Section 8.2 below, which reprorations shall be final. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessmentsRents, personal property taxesincluding, without limitation, base rents, minimum guaranteed rents, percentage rents, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income any additional charges and expenses for the Property shall be prorated payable by tenants under Leases, all as and when actually collected; real property taxes and assessments; water, sewer and utility charges (if not separately metered and paid by tenants); amounts payable under any Service Contracts that survive Closing or other agreements or documents that survive Closing; annual permits and/or inspection fees (calculated on the basis of the actual number period covered); and any other expenses of days in the month operation and maintenance of the Property, shall all be prorated as of 11:59 p.m. on the day immediately prior to Closing (i.e., Buyer is entitled to the income and responsible for the expenses of the day of Closing), on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closinga 365-Date shall be credited and debited, respectively, to Buyerday year. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect reimburse Seller for the tenant improvement costs, leasing commissions, and other expenses, and free rent and other concessions, as and to the Property held by Seller and which extent provided in Section 7.2. Delinquent rents or other delinquent sums that are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or due pursuant to the terms of the Sony Leases shall not be prorated. Any prepaid rents attributable to periods from and after the Closing Date shall be transferred to Buyer either directly or by way of a credit against the Purchase Price in favor of Buyer. Buyer shall receive a credit against the Purchase Price for the amount of all "free rent" or abated rent to which any tenant may be entitled under a Lease, to the extent relating to periods occurring from and after the Closing Date. All rents collected after the Closing shall be applied and paid as provided in this Section 8.5(a). If a tenant 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. If there is no such designation or if not so readily ascertainable, any payment received from a tenant after Closing shall be deemed a payment of rent and other sums due after the Closing 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 applied to rents and other sums owing for the month in which the Closing occurs, 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 for a period of six (6) months after Closing. Seller retains the right to collect any such rents and other sums from tenants after Closing; provided, however, that Seller shall have no right to terminate a Lease, cause any such tenant to be evicted or to exercise any other landlord remedy against such tenant. Without limiting the generality of the immediately preceding sentence, in no event shall Seller commence any legal proceedings against any tenant after the Closing with respect to any matter relating to a Lease. 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 one hundred eighty (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, 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 (or, if applicable, fiscal) 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 occurred on June 1, 2013, (ii) during Seller's period of ownership of the Property during the year 2013 (151 days), Seller incurred expenses of $450,000, (iii) during Buyer's period of ownership of the Property during the year 2013 (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). The amount of any cash security deposits received by Seller under Leases (and not otherwise forfeited by a tenant in accordance with the terms of a Lease) shall be credited against the Purchase Price (and Seller shall be entitled to retain such cash security deposits). Seller shall be credited in escrow with receive credits at Closing for the amount of any refundable utility or other deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent Buyer receives the same are assignable and assigned to Buyer in connection with the sale benefit of the Property)such deposits. Buyer shall cause all utilities to be credited transferred into Buyer's name and account at the time of Closing. Seller shall use reasonable efforts to cause all non-cash security deposits in escrow with the form of letters of credit to be transferred to Buyer at the time of Closing. Seller and Buyer hereby agree that if any leasing commissionsof the aforesaid prorations and credits cannot be calculated accurately on the Closing Date or in the case of rents or other charges received from tenants, such amounts have not been collected, then the same shall be calculated as soon as reasonably practicable after the Closing Date or the date such amounts have been collected, and either party owing the other allowances party a sum of money based on such subsequent proration(s) or leasing costs (collectively, "Leasing Costs") attributable credits shall pay said sum to the Sony Lease which Seller has other party within thirty (30) days thereafter. Any amounts not paid within such thirty (30) day period shall bear interest from the date actually received by the payor until paid at the greater of (i) the rate of ten percent (10%) per annum or (ii) the prime rate (or base rate) reported from time to time in the "Money Rates" column or section of The Wall Street Journal as being the base rate on or prior corporate loans at larger United States money center commercial banks plus two (2) percent. Upon request of either party, the parties shall provide a detailed and accurate written statement signed by such party certifying as to the payments received by such party from tenants from and after Closing Dateand to the manner in which such payments were applied, and shall make their books and records available for inspection by the budgeted amount for the Sony Work agreed other party during ordinary business hours upon between Buyer and Sellerreasonable advance notice. (b) Buyer and Seller shall cooperate to produce prior pay the base premium for the Title Policy and Buyer shall pay the costs for all endorsements to the Closing Date a schedule Title Policy requested by Buyer (including but not limited to any extended coverage, whether by endorsement or deletion of prorations to be made on exception), and after the Closing Date pertaining to costs of deleting any "Survey Exception" from the Property as complete and accurate as reasonably possibleTitle Policy. All prorations which can be liquidated accurately or reasonably estimated as The costs of the Closing Date shall be made Survey with the Approved Table A Items, ordered in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorationsaccordance with Section 4.1(a) hereof, shall be made paid by Seller upon Closing. The costs of any additional Table A items that are requested by Buyer or Buyer's lender and are not Approved Table A Items shall be the parties with due diligence responsibility of Buyer. One-half of all escrow and cooperation within 30 days following the Closing Date, closing fees shall be paid by Seller at Closing. Buyer shall pay: (i) one-half of all escrow or such later time as may be required to obtain necessary information for proration, by immediate cash payment closing fees; and (ii) all recording charges incident to the party yielding a net credit from such prorations from recording of the deed for the Real Property at Closing. Transfer taxes imposed upon the transfer of the Property by applicable law shall be shared equally by Seller and Buyer. The parties will execute and deliver any required transfer or other partysimilar tax declarations to the appropriate governmental entity at Closing. (c) On or prior to Any percentage rent for the rental periods including Closing Dateshall be prorated upon receipt, Seller shall pay to Sony any sums owing to Sony on account based upon the tenant's sales for the portion of the incremental difference' between rent due lease year allocable to Seller's and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account Buyer's respective ownership of the prior lease in effect between Seller and SonyProperty. (d) On The provisions of this Section 8.5 shall survive the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony LeaseClosing.

Prorations. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (a) Real the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesperiodic fees or assessments under declarations, if anyreciprocal easement agreements or similar agreements to which the Property is subject, rental income and all other items of income and expense with respect utility bills (except as hereinafter provided), amounts payable or paid under any Service Contracts assumed by Purchaser, collected Rentals (subject to the terms of Section 10.4(b) below) accrued interest under the Mortgage Loan and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld, delayed or conditioned) at least two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in the month Operating Expense Recoveries), and on the basis Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the accrual method Closing Time, in which event (that is, as to any utility account, if such a final billing as of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall Time is then available) no proration will be credited and debited, respectively, to Seller; all items of income and expense attributable to made at the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony Closing with respect to utility bills (except to the Property held extent covered by the proration of Operating Expense Recoveries). Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not will be entitled to any interest on all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers (and if so requested in writing by Purchaser, Seller will provide reasonable and good faith assistance to Purchaser in establishing new utility accounts, at no cost or liability to Seller). A final reconciliation of Proration Items shall be made by Sony or prepaid rent accrued Purchaser and Seller on or before the later of twenty (20) days after Closing and March 15, 2015 (the "Final Reconciliation Date"); provided that such reconciliation, except for any interest required as it relates to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorationsreal estate taxes, shall be made within thirty (30) days following the issuance of the tax bills for each Real Property. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until the Final Reconciliation Date (and such period reasonably necessary thereafter for any payment owing under this sentence to be made), and in the event any items subject to proration hereunder are discovered on or before the Final Reconciliation Date to be in error so as to result in a monetary adjustment of greater than $500, the same shall be promptly prorated by the parties in accordance with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyterms of this Section 10.4. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) The following items shall be prorated with respect to the Property between Seller and Buyer at the Closing by increasing or decreasing, as the case may be, the funds to be delivered by Buyer at the Closing, with all items pertaining to the month of Closing to be prorated based on the actual number of days in the month in which the Closing occurs: 4.5.1 Real estate taxes and assessments, personal property taxes, if any, rental income assessments and all other items of income and expense personal property taxes (“Taxes”) with respect to the Property shall be prorated between based upon the latest available tax information such that Seller shall be responsible for all such Taxes levied against the Property to and including the day prior to the Closing, and Buyer as shall be responsible for all such Taxes levied against the Property for the date of Closing and all periods thereafter. Any Taxes arising out of the sale of the Real Property to Buyer or its assignee or a subsequent sale or change in ownership thereafter, and/or arising out of any construction pertaining to the applicable portion of the Real Property following the Closing, shall be paid by Buyer when assessed. 4.5.2 Subject to Section 4.5.3 below, all costs and expenses with respect to the operation and maintenance of the Property, including, without limitation, under any Contracts, utilities not billing directly to the Tenants under the Leases, and all assessments, dues or other charges due under any covenants, conditions and restrictions against the Property, shall be prorated such that Seller shall be responsible for all such costs and expenses to and including the day prior to the Closing Date. Income and Buyer shall be responsible for all such costs and expenses for the Property shall be prorated on the basis date of the actual number of days in the month Closing and on the basis of the accrual method of accountingall periods thereafter. All items of income and expense for the Property attributable Seller agrees to the period through and including the Closing Date shall be credited and debited, respectively, deliver detailed information concerning all such expenses to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer as reasonably requested by Buyer. Buyer shall be credited in escrow take all steps necessary to effectuate the transfer of all utilities to its name as of the date of Closing, and where necessary, post deposits with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Dateutility companies. Buyer and Seller shall not be entitled cooperate to any interest on deposits made have all utility meters read by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms appropriate utility companies as of the Sony Leasedate of Closing. Seller shall be credited in escrow with entitled to recover any refundable and all deposits or bonds held by any utilityutility companies as of the date of Closing. 4.5.3 All rents, governmental agency reimbursements, income, revenue and other charges pertaining to Leases or service contractor otherwise with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs"“Revenues”) attributable to the Sony Lease which actually collected by Seller has not paid on or prior to the Closing shall be prorated such that such Seller shall be entitled to all such Revenues accruing up to and including the day prior to the Closing, and Buyer shall be entitled to all Revenues for the date of Closing and all periods thereafter. However, there shall be no adjustment of the amount of funds to be delivered by Buyer at the Closing for Revenues from the Property which are attributable to the periods prior to and including the day prior to the Closing but which have not actually been collected by Seller as of the date of Closing (the “Delinquent Revenues”), although Seller shall be entitled to receive all such Delinquent Revenues as provided hereinbelow. All Revenues which are collected by Buyer or Seller on or after the Closing shall be allocated as follows: first, to any past due amounts owing to Buyer for the periods following the Closing Date, second, to the month in which the Closing occurs, and the budgeted amount third, to any Delinquent Revenues not theretofore received by Seller for the Sony Work agreed upon periods prior to the Closing Date. Buyer agrees to use reasonable efforts to collect on behalf of Seller all Delinquent Revenues, but shall not be obligated to file or pursue litigation, declare any lease default, or expend any out-of-pocket funds to do so. Any Delinquent Revenues (including any Revenues allocated to Delinquent Revenues, as provided hereinabove) collected by Buyer after the Closing Date, less any out-of-pocket funds reasonably expended by Buyer to collect the same, shall be promptly paid by Buyer to Seller. Notwithstanding any provision of this Agreement to the contrary, if reasonable attempts of Buyer to do so on Seller’s behalf fail, Seller shall be entitled to attempt to collect all Revenues which either (a) became due prior to the Closing, or (b) related to periods prior to the Closing but were not due and payable until after the Closing, from the Tenants, guarantors or other third parties responsible for the payment of such Revenues, provided, however, after the Closing Seller shall not be entitled to pursue eviction proceedings or other actions to dispossess any Tenant in connection with any such collection efforts. Notwithstanding anything set forth herein to the contrary, all percentage rent or overage rent (“Percentage Rent”) under the Leases shall be prorated between Buyer and Seller. (b) Buyer and Seller shall cooperate on a Lease by Lease basis, with Seller entitled proportionately to produce Percentage Rent paid or payable or attributable under each Lease for any lease year or part thereof occurring prior to the Closing Date a schedule of prorations (“Seller’s Percentage Rent Period”). Buyer shall be entitled proportionately to be made on Percentage Rent paid or payable or attributable under each Lease with respect to any lease year or part thereof occurring from and after the Closing Date pertaining (“Buyer’s Percentage Rent Period”). The foregoing proration shall be made as follows on a Lease by Lease basis: (a) subject to the Property balance of this Subsection 4.5.3, Seller shall retain all Percentage Rent payments received by it on and prior to the Closing Date that relate to Seller’s Percentage Rent Period and Buyer shall retain all Percentage Rent payments received by it after the Closing Date that relate to Buyer’s Percentage Rent Period; (b) Seller shall deliver to Buyer a statement of all Percentage Rent collected by Seller with respect to any lease year in which the Closing Date occurs (if any) on a Lease by Lease basis along with a copy of the Percentage Rent invoices and sales reports which support such collections; and (c) for each Lease, not later than sixty (60) days after the date the last Percentage Rent payment with respect to the lease year in which the Closing Date occurs is due, Buyer shall deliver to Seller a statement of all Percentage Rent owed or collected by Buyer with respect to such Lease along with a copy of the annual reconciliation of Percentage Rent owed under the Lease and the related sales information backup, and Seller and Buyer shall perform a final reconciliation of the Percentage Rent, so that Seller shall have received all Percentage Rent paid or payable or attributable under each Lease to Seller’s Percentage Rent Period and Buyer shall have received all Percentage Rent paid or payable or attributable under each Lease for Buyer’s Percentage Rent Period. After Closing, Seller shall promptly remit to Buyer any Percentage Rent received by Seller attributable to Buyer’s Percentage Rent Period and Buyer shall promptly remit to Seller any Percentage Rent received by Buyer attributable to Seller’s Percentage Rent Period; this provision shall survive the Closing. 4.5.4 Seller shall retain the Security Deposits, if any, and the amount thereof shall be credited to the Purchase Price. 4.5.5 Within three (3) months following the Closing (or such earlier date after the Closing when such figures are available), Seller and Buyer shall re-prorate real and personal property taxes and other items of income and expenses based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as complete provided above in this Section 4.5. Any re-prorated items shall be promptly paid to the party entitled thereto. 4.5.6 Within five (5) months following the end of the year in which Closing occurs, Seller shall prepare 2007 year-end reconciliation statements for all tenants of the Property, which reconciliation statements shall be delivered to Buyer and accurate which Buyer shall deliver to the tenants and Seller and Buyer shall again re-prorate all items of income and expenses for the year of Closing based upon the actual amount of such expenses and payments from tenants of their estimated shares thereof, and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as reasonably possibleprovided above in this Section 4.5. All prorations Any re-prorated items shall be promptly paid to the party entitled thereto. Seller shall prepare and deliver to Buyer 2006 year-end reconciliation statements for all tenants, which can Buyer shall deliver to the applicable tenants. Seller also shall cooperate with Buyer after the Closing in connection with Buyer’s preparation of 2007 year-end reconciliation statements for all tenants, which Buyer shall deliver to the applicable tenants. 4.5.7 Any and all payments made by tenants pursuant to their Leases to any promotional or marketing fund shall not be liquidated accurately or reasonably estimated prorated, but shall instead become the sole and exclusive property of Buyer upon closing. 4.5.8 Any adjustments pursuant to Section 5.6.12; 4.5.9 Seller is a party to an Advertising Agreement dated August 10, 2005, between Seller and Coca-Cola Enterprises, Inc., dba Florida Coca-Cola Bottling Company (“Coca-Cola Agreement”), which provides, among other things, for the payment to Seller of certain fees, and for the construction by Seller of a Play Area (all as more particularly described in the Coca-Cola Agreement). At Closing Seller shall assign to Buyer, and Buyer shall assume from Seller, all of the rights and obligations of Seller under the Coca-Cola Agreement, and Seller shall credit to Buyer at Closing all amounts paid to Seller under the Coca-Cola Agreement as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller 4.5.10 The provisions of this Section 4.5 shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonysurvive Closing. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items Subject to the provisions of income and expense Exhibit E hereto the following shall be apportioned with respect to the Property shall be prorated between Seller Property: (i) real property taxes affecting the Realty and Buyer personal property taxes affecting the Personalty for the then current year, as of the Closing Date. Income and expenses date of Closing, any apportionment of such taxes with respect to a tax year for which either the Property shall tax rate or assessed valuation or both have not yet been fixed to be prorated on made upon the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Sellertax rate and/or assessed valuation last fixed; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by provided that Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (Purchaser agree that to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount actual taxes for the Sony Work agreed upon current year differ from the amount so apportioned at Closing, Seller and Purchaser will make all necessary adjustments by appropriate payments between Buyer themselves following Closing, such obligation to survive Closing; (ii) current expenses under the Operating Agreements; and (iii) gas, electricity, water, trash disposal and Sellerother utility charges. (b) Buyer In making such apportionments, Purchaser shall be responsible for real property taxes and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on other expenses accrued or incurred from and after the Closing Date pertaining to the Property as complete and accurate as reasonably possibledate of Closing. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date such apportionments shall be subject to post-Closing adjustments as necessary to reflect later relevant information not available at Closing and to correct any errors made at Closing with respect to such apportionments and the party receiving more than it was entitled to hereunder shall reimburse the other party hereto in escrow on the amount of such overpayment within thirty (30) days after receiving written demand therefor; provided that the party hereto receiving such notice has received sufficient evidence to verify the amount of such overpayment. In the event such party has not received sufficient evidence to verify the amount of overpayment, such party shall be afforded additional time to verify and/or dispute the amount of overpayment, but in no event longer than thirty (30) days after the notice. Notwithstanding the foregoing, such apportionments shall be deemed final and not subject to further post-Closing adjustments if no such adjustments have been requested after a period of sixty (60) days after the Closing Date. All other prorations, and adjustments matters with respect to initial estimated prorations, apportionments shall be made governed by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyMemorandum. The provisions of this Section 4.4(b) shall survive Closing. (c) On Governmental assessments against the Realty shall not be prorated, but such assessments shall be paid in full by Seller at or prior to the Closing DateDate if the work for which assessment was made has been fully performed, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due or assumed and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On Purchaser if such work has not been fully performed by the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the Property The following shall be prorated between Seller and Buyer as of the Closing Date. Income : (a) All taxes, assessments and the property income and expenses for the Property shall be prorated on the an accrual basis of the actual number of days in the month accordance with generally accepted accounting principles with Seller responsible for all taxes, assessments and on the basis of the accrual method of accounting. All items of expenses and entitled to all income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, Date and the budgeted amount Buyer responsible for all taxes, assessments and expenses and entitled to all income for the Sony Work agreed upon between Buyer period as of and Sellersubsequent to Closing Date. Notwithstanding the foregoing, Seller will satisfy any special assessments that are due as of Closing. (b) Buyer and Seller shall cooperate to produce will receive a credit for the prorated amount of all rent (including Operating Expense as defined below) due prior to the Closing Date a schedule of Date. No prorations to shall be made on at Closing in relation to delinquent rents existing, if any, as of the Closing Date, nor for required tenant expense reimbursements which are not due as of the Closing Date; instead such items shall be prorated if and when received by Buyer, with (i) Buyer agreeing to use its good faith efforts to collect all amounts due and promptly forward Seller’s portion to Seller upon any such collection, (ii) Seller agreeing to cooperate with Buyer’s reasonable requests for information regarding prior lease histories and expense information, and (iii) both parties agreeing to provide reasonable information to the other as to the efforts of the reporting party. With regard to delinquent rentals and expense reimbursements, Seller shall not have the right to communicate with said tenants for collection of rent or other matters relating to the leases from and after the Closing. Buyer shall make a good faith attempt to collect such delinquent rentals and expense reimbursements after the Closing Date pertaining (although Buyer shall not be required to institute any eviction nor any suit or collection procedures for delinquencies), but all rents and expense reimbursements shall be applied first to any reasonable out-of-pocket expenses which Buyer may have incurred in collecting the delinquent rents and/or expense reimbursements and then to the Property as complete rents and accurate as reasonably possibleexpense reimbursements owing to Buyer before being applied to any delinquencies which were owed to Seller at Closing. All prorations which can If Buyer collects any delinquent rentals and/or expense reimbursements after the Closing, such amounts owed to Seller based on the immediately preceding sentence shall be liquidated accurately or reasonably estimated remitted to Seller within fifteen (15) days from receipt by Buyer. (c) Seller shall prepare a reconciliation as of the Closing Date of the amounts of all ▇▇▇▇▇▇▇▇ and charges for common area operating expenses or similar charges and tax escalations owed under the leases (collectively, “Operating Expenses”), which reconciliation shall include accurate information reasonably detailing such billing and charges. If more amounts have been expended for Operating Expenses than have been collected from tenants for Operating Expenses, Buyer shall pay such difference to Seller at Closing as an addition to the Purchase Price. If more amounts have been collected from tenants for Operating Expenses than have been expended for Operating Expenses, Seller will pay to Buyer at Closing, as a credit against the Purchase Price, such excess collected amount. Buyer and Seller agree that such proration of Operating Expenses at Closing will fully relieve Seller from any responsibility to tenants and Buyer for such matters. In this regard, Buyer will be made in escrow on the Closing Date. All other prorationssolely responsible, from and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following after the Closing Date, or such later time for (i) collecting from tenants the amount of any outstanding Operating Expenses for periods before and after the Closing and (ii) where appropriate, reimbursing tenants for amounts attributable to Operating Expenses, as may be required to obtain necessary information based on annual reconciliations for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonyOperating Expenses. (d) On If any errors or omissions are made at the Closing Dateregarding prorations, Seller the parties shall pay Sony through escrow make the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive appropriate corrections promptly after the benefit discovery thereof. The provisions of this Section 5.5 shall survive the Proposition 13 Provision of the Sony LeaseClosing.

Prorations. (a) Real estate taxes All revenues, income, receivables, costs, expenses and assessments, personal property taxes, if any, rental income and all other items payables of income and expense with respect to the Property shall be prorated apportioned equitably between Seller and Buyer the parties as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month a particular month, and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held items enumerated below where a particular manner of apportion- ment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer occupancy tenants, they shall not be entitled 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 interest Tenant Lease). To the extent Purchaser receives amounts on deposits made by Sony or prepaid rent accrued account of Tenant Leases on or before after the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller such payments shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect applied first toward then current rent owed to the Property (to the extent the same are assignable and assigned to Buyer Purchaser in connection with the sale 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 Propertyright 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). Buyer shall be credited in escrow with With respect to delinquent rents and any leasing commissions, other allowances amounts or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule other rights of prorations to be made on and after the Closing Date pertaining to any kind respecting tenants who are no longer tenants of the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony retain all rights relating thereto. (ii) Real estate and personal property taxes and any sums owing to Sony on account of special assessments, taking into consideration discounts for the incremental difference' between rent due and payable by Sony pursuant to earliest permitted payment, based upon the Sony Lease and rent previously paid by Sony on account of the prior lease in effect latest previous tax levies. Such items shall be reapportioned between Seller and SonyPurchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of 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. (diii) On Transferable annual permits, licenses, and/or inspection fees, if any, on the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit basis of the Proposition 13 Provision duration of the Sony Leasesame; (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. 13.1. Rents (a) Real estate taxes exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assessments, assumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; real and personal property taxestaxes prorated on a "net" basis (i.e. adjusted for all tenants' liability, if any, rental income for such items); operating expenses which are reimbursable by the tenants for the period prior to the Closing Date less any amount previously paid by the tenants shall be credited to Seller; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Utilities, including water, sewer, electric, and gas shall be prorated at Closing based on the most recent ascertainable data. Seller shall pay at Closing the bills therefor for the period to and including the Closing, and the Purchaser shall pay the utility bills therefor for all other 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 ordinary course of business), then Purchaser shall be charged its portion of such payment at Closing. No proration shall be made for utility expenses that are separately metered to and paid directly by tenants and for which Seller has no obligation to pay. Furthermore, the Purchaser and the Seller may accomplish the transfer of utility accounts by arranging for a change of address on utility billing accounts to the Purchaser's address, if such a procedure is possible and convenient and mutually acceptable to Purchaser and Seller. Seller shall be reimbursed at Closing for any utility deposits which the Seller has deposited with any utility company and which will be assigned to the Purchaser at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of income and expense 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 Property Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. Seller shall deliver to Purchaser all such real estate tax consulting contracts within fifteen (15) days of the date hereof. The fees or commissions payable to said consultants (if any) shall be prorated between Seller and Buyer treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. Income All costs associated with telephone directory listings and expenses for the Property 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 basis Closing Date, except as to delinquent rent referred to in Paragraph 13.2 below. 13.2. For a period of ninety (90) days following the Closing Date, all basic rent paid following the Closing Date by any tenant of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense Properties who is indebted under a Lease for the Property attributable basic rent for any period prior to the period through and including the Closing Date after the payment to Purchaser of all current basic rent shall be credited and debiteddeemed 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, respectively, Purchaser shall pay such Post-Closing Receipt to Seller; . Purchaser shall use its best efforts to collect all items 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 income and expense attributable to Post-Closing Receipts through the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond first 90 days after the Closing Date. Buyer Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not be entitled 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 interest on deposits made by Sony or prepaid rent accrued on or before one Real Property, 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 Agreement shall survive the Closing Dateand the delivery and recording of the deed. 13.3. To the extent it is reasonably possible for the Seller to do so, except the Seller shall grant (or shall arrange for any interest required the owner thereof to be paid grant) to Sony under Applicable Law or 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 of and conditions: (a) The temporary license granted by this paragraph shall commence on the Sony Lease. Seller Closing Date and shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect expire on the day which is one hundred eighty (180) days subsequent to the date when the public telephone directory pertaining to each Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior 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 budgeted amount for Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the Sony Work agreed upon between Buyer 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) Buyer The Seller stipulates that there is full and Seller shall cooperate to produce prior to adequate consideration for the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partylicense herein granted. (c) On Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for such portion of the cost of such listing and/or advertisement attributable to the period after Closing. (d) In the event any third party (such as telephone company or prior billboard company) makes a separate charge for the use of such listings or advertising subsequent to the Closing Date, Seller then Purchaser shall be responsible to pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant same subsequent to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. Closing Date (d) On the Closing Date, Seller but no such payment shall pay Sony through escrow the amount due accrue to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision 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 Sony Leasestate where such Property is located to prevent such unauthorized use or to recover any damages authorized by such laws.

Prorations. The following shall be prorated between Seller and Purchaser as of the Cut-Off Time: (ai) Real All real estate taxes and assessments, personal property taxes, water or sewer charges and general or special assessments on the Real Property, or any other governmental tax or charge levied or assessed against the Property. If the Closing shall occur before the actual amounts payable are known, then apportionment shall be based on the most recently ascertainable tax rates and assessed value of the Property. Seller shall be responsible for all such taxes that are allocable to any period prior to the Closing Date and Purchaser shall be responsible for all such taxes allocable to any period from and after the Closing Date. If any taxes or assessments relating to the period prior to the Closing are paid in installments, then Seller shall pay on or before the Closing Date any remaining installments with respect to such taxes or assessments that are allocable to any period prior to the Closing Date. Seller and Purchaser agree that to the extent the actual taxes for the current year differ from the amount so apportioned at Closing, the parties hereto will within thirty (30) days after receipt of a request from Purchaser or Seller, as applicable, make all necessary adjustments by appropriate payments between themselves promptly following the Closing. At Closing, Seller shall transfer to Purchaser control of all pending real estate tax certiorari proceedings which would or could affect post-Closing periods. After Closing, Purchaser shall pay over to Seller any sums realized through such certiorari proceedings which are allocable to periods prior to Closing (after recovery of a reasonable allocation of the legal expense and other costs incurred in realizing such sums). (ii) All rent for the month in which the Closing occurs with respect to the Leases shall be prorated at Closing. There shall be no credit for delinquent rent, which shall be paid over by Purchaser to Seller if anycollected by Purchaser after the Closing. (iii) With respect to Property Contracts assumed by Purchaser in accordance with this Agreement, rental income (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 vacation benefits and any other benefits) payable to Transferred Employees and Bargaining Unit Employees (including, without limitation, compensation and benefits provided for under the Union Contract with respect to employees covered by the Union Contract) and any applicable employment and withholding taxes of such employees, attributable to the period prior to Closing, shall be credited to Purchaser. (vii) To the extent that with respect to electricity, telephone, television, gas, water and sewer services which are metered and other utilities, Seller shall use reasonable efforts to have the respective companies providing such utilities read the meters on or immediately prior to the Cut-Off Time. Seller shall be responsible for all other items 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 income and expense the Cut-Off Time, such charges with respect to the Property shall be prorated between effective as of the Cut-Off Time utilizing an estimate of such charges reasonably approved by both Purchaser and Seller and Buyer 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. Income 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 expenses 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 benefit for the Property Hotel-Related Units is $7,065,390.25 (the “FF&E Balance”). At Closing, Purchaser shall receive a credit in an amount equal to the FF&E Balance on the date hereof. Notwithstanding the foregoing, between the date hereof through and including the Closing Date, 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 net amount will be added to, or deducted from, the Purchase Price. Within ninety (90) days following the Closing, representatives of Purchaser and Seller shall prepare a revised statement (the “Final Closing Statement”, and together with the Preliminary Closing Statement, collectively, the “Closing Statements”) setting forth the final determination of all items to be included in the Closing Statements, and any necessary payment shall be made within thirty (30) days after completion of such Final Closing Statement. Any item which cannot be finally prorated because of the unavailability of information shall be tentatively prorated on the basis of the actual number best data then available and re-prorated when the information is available. The provisions of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including this Section 8.4 shall survive the Closing Date shall be credited for a period of twelve (12) months and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to deemed merged into any interest on deposits made by Sony or prepaid rent accrued on or before instrument of conveyance delivered at the Closing DateClosing. Purchaser and Seller acknowledge and agree that, except for any interest required to be paid to Sony under Applicable Law or pursuant to as otherwise expressly provided herein, the terms purpose and intent of the Sony Lease. provisions set forth in this Section 8.4 and elsewhere in this Agreement as to prorations and apportionments is that Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to 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 the same are assignable and assigned to Buyer applicable, in connection accordance with the sale current edition of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount Uniform System of Accounts for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as Hotels of the Closing Date shall be made in escrow on the Closing Date. All other prorationsHotel Association of New York City, and adjustments to initial estimated prorationsInc., shall be made as adopted by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account American Hotel Association of the incremental difference' between rent due United States and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonyCanada. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes Except for hazard and liability insurance premiums, at the Closing, all normal and customarily prorated items, including without limitation, maintenance fees and assessments, personal property taxesad valorem taxes for the current year (based on the most recent tax statement[s] for the Property, if anyadjusted for the most current tax rates and appraised value), rental income rent, prepaid Yellow Pages advertisements and all other items of income and expense with respect prepaid obligations and, to the Property extent available at Closing, utility services being continued to the Property, shall be prorated between Seller and Buyer as of the Closing Date. Income In addition, all real estate taxes on the land and expenses for building covered by any of the Property leases to be executed pursuant to Section 4 of this Agreement shall be prorated on the basis as of the actual number of days in Closing Date. Seller (or the month landlord under any leases, as appropriate) shall be charged for and on the basis of the accrual method of accounting. All credited with all prorated items of income and expense for the Property attributable up to the period through and including the Closing Date and Purchaser shall be charged for and credited with all of same from and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond after the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer Premiums for hazard, liability and Seller any other insurance will not be prorated since Purchaser will not have the right to assume the coverage maintained by Seller. Purchaser hereby acknowledges that Purchaser will be solely responsible for obtaining Purchaser's own insurance coverage. (c) If Purchaser desires to have existing utility services continued to the Property after the Closing, Purchaser shall cooperate be solely responsible to produce make arrangements for such continuation, including advising the provider of such utility services of changes in billing name and address and paying security deposits, if any are required by the provider of such utility services. Absent Purchaser having made all such arrangements prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining Closing, Seller will order all existing utility services to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated discontinued as of the Closing Date shall be made in escrow 11:59 p.m. on the Closing Date. All other prorationsWhether existing utility services to the Property are continued or discontinued, and adjustments to initial estimated prorations, all deposits held by the providers of such utility services shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required paid to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonySeller. (d) On The provisions of this Section 8 shall survive the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony LeaseClosing.

Prorations. (a) Real estate taxes For the purpose of this Section 7.5, all references to Transferor shall mean collectively Transferor and assessmentseach of the Record Title Holders. 7.5.1 Rentals, personal property taxesrevenues, and other income, if any, rental income from the Property, taxes, assessments, improvement bonds, service or other contract fees, utility costs, and all other items of income and expense with respect to expenses affecting the Property shall be prorated between Seller Transferee and Buyer Transferor as of the Closing Date; provided, however, that Transferor shall receive a credit at the Closing in an amount equal to the rentals that are delinquent as of the Closing Date, but only to the extent that such delinquent rentals are due and owing from Tenants occupying a portion of the Property on the Closing Date; and provided further, that Transferee shall be entitled to any and all payments subsequently received in satisfaction of such delinquent rentals, notwithstanding the fact that such rentals are attributable to a period prior to Closing. Income For purposes of calculating prorations, Transferee shall be deemed to be title holder of the Property, and expenses therefore entitled to the income and responsible for the expenses, after 12:01 a.m. on the Closing Date. After the Closing, Transferor shall have no right to proceed in any manner or make any claim against Tenants for rents that were delinquent as of the Closing Date, except to the extent that any such person no longer occupies any portion of the Property. All non-delinquent real estate taxes or assessments on the Property shall be prorated based on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including current tax ▇▇▇▇, but if such tax ▇▇▇▇ has not yet been received by Transferor by the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to or if supplemental taxes are assessed after the Closing for the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing DateClosing, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller parties shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and make any necessary adjustment after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from entitled thereto so that Transferor shall have borne all real property taxes, including all supplemental taxes, allocable to the other party. (c) On or period prior to the Closing Dateand Transferee shall bear all real property taxes, Seller including all supplemental taxes, allocable to the period from and after the Closing. If any expenses attributable to the Property and allocable to the period prior to the Closing are discovered or billed after the Closing, the parties shall pay make any necessary adjustment after the Closing by cash payment to Sony any sums owing the party entitled thereto so that Transferor shall have borne all expenses allocable to Sony on account the period prior to the Closing and Transferee shall bear all expenses allocable to the period from and after the Closing. The provisions of this Section 7.5 shall survive the Closing. 7.5.2 Fifteen (15) Business Days prior to the Closing, Escrow Agent shall deliver to each of the incremental difference' between rent due parties for their review and payable by Sony approval a preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") setting forth (i) the proration amounts allocable to each of the parties pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.this Section

Prorations. (a) 6.7.1. Real estate taxes and assessments, personal property taxes, if anyassessments, rental income rents, security deposits, and all cam expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow. Rents, security deposits and "CAM" expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable or commence eviction proceedings against any such Tenant. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, 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 recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other items party, and 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 income such tax ▇▇▇▇, prorated as of Close of Escrow. 6.7.2. All leasing commissions owing and expense 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 leasing commissions for new Leases and for Lease renewals executed and expansion options exercised after the date of this Agreement shall be prorated between Buyer and Seller and Buyer as their respective periods of ownership bear to the primary term of the Closing Datenew Lease. 6.7.3. Income Seller agrees to indemnify and expenses for hold Buyer harmless of and from any and all liabilities, claims, demands, suits, and judgments, of any kind or nature, including court costs and reasonable attorneys' fees (except those items which under the Property shall be prorated terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued events occurring on or before the Closing Date, except for date of closing and which are in any interest required to be paid to Sony under Applicable Law or pursuant way related to the terms Property, and all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify and hold Seller harmless of the Sony Lease. Seller shall be credited in escrow with and from any refundable deposits and all liabilities, claims, demands, suits and judgments, of any kind or bonds held nature, including court costs and reasonable attorneys' fees, brought by any utility, governmental agency or service contractor with respect third parties and based on events occurring subsequent to the Property (date of closing and which are in any way related to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer all expenses related thereto, including, but not limited to, court costs and Sellerattorneys' fees. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. Except as otherwise provided herein, and provided that Tenant timely delivers the first (a1st) Real estate taxes and assessmentsAssignment Fee Installment, personal property taxes, if any, rental income and all other items Tenant shall be responsible for its share of income and expense additional monthly rent under Section 3.1 of the Lease (the “Lease Additional Rent”) with respect to the Premises, including all Operating Expenses and Tenant’s Percentage Share of all Property Taxes accruing through the Lease Assignment Effective Date and Tenant shall not be responsible for such costs accruing after the Lease Assignment Effective Date. Tenant may have already paid a portion of such Lease Additional Rent that relates to periods after the Lease Assignment Effective Date and, within ten (10) business days after the Execution Date, Tenant and Landlord shall use commercially reasonable efforts to prepare a schedule of prorations covering as many items to be prorated between Seller and Buyer as practicable. To the extent that such schedules show that Tenant has underpaid on account of Lease Additional Rent as of the Closing Lease Assignment Effective Date. Income and expenses for the Property , such underpayment shall be prorated paid by Tenant to Landlord within five (5) working days after Tenant’s receipt of such schedule; to the extent that such schedule shows that Tenant has overpaid on the basis account of Lease Additional Rent as of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debitedLease Assignment Effective Date, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer Tenant shall not be entitled to any interest on deposits made reimbursement for such overpayment until the final accounting for the calendar year 2004 has been prepared and the annual reconciliation of Lease Additional Rent has been determined in accordance with the terms of the Lease as though the Lease were in effect as of such date. With respect to Lease Additional Rent for the calendar year 2004, Landlord shall deliver the statement required by Sony Paragraph 4.5 of the Lease and Landlord shall refund any excess or prepaid rent accrued on or before Tenant shall pay any deficiency in accordance with such Paragraph. To the Closing extent that such prorations have not been completed prior to the Execution Date, Tenant and Landlord agree to cooperate and to use commercially reasonable efforts to complete such prorations no later than thirty (30) days thereafter, except for any interest required to annual reconciliation of Additional Rent payable under the Lease which cannot be paid to Sony under Applicable Law or pursuant to completed until the terms final accounting for the calendar year 2004 has been prepared. Tenant shall also remain responsible for all of Tenant’s indemnification and other obligations which expressly survive assignment of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor Lease but only with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances matters arising or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid occurring on or prior to the Closing Datebefore, and determinable as of, the budgeted amount for the Sony Work agreed upon between Buyer and SellerLease Assignment Effective Date. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. 6.7.1. Rents, common area charges, escalations, and other tenant reimbursements (aother than security deposits) Real estate taxes payable under the Tenant Leases (collectively, the "Rents") for the Property or portions thereof shall be prorated as of the Close of Escrow, except that no proration shall be made for Rents not received by Seller as of the Close of Escrow (hereinafter called the "Delinquent Rents"). Buyer shall have no liability to Seller for the Delinquent Rents, but Buyer agrees to use "commercially reasonable efforts" (as hereinafter defined) for a period of six months after the Closing Date to collect the Delinquent Rents. For purposes of this Paragraph, the phrase "commercially reasonable efforts" shall mean that Buyer, through its collection department, shall periodically send written invoices to the tenants who owe the Delinquent Rents with a request for payment and assessmentsshall periodically call such tenants to request payment of the Delinquent Rents. Buyer shall not be required to take any other action in order to satisfy the "commercially reasonable efforts" standard and specifically, personal property taxeswithout limiting the generality of the foregoing, Buyer shall not be required to file a lawsuit or eviction action, place the tenant in default, engage a third-party collection agency or law firm to aid in collection, lock-out or attempt to evict the tenant or exercise other similar landlord remedies under such Tenant Lease. Further, Seller shall not contact any tenants from and after the Closing Date. Amounts collected by Buyer from tenants owing Delinquent Rents shall be applied first to current amounts owed by such tenant and accruing on or after the Close of Escrow, then to any Delinquent Rents owing for the rent period during which the closing occurred (such amount to be prorated between Buyer and Seller as provided herein), and the remainder, if any, rental income and all other items to Delinquent Rents owing prior to the rent period during which the closing occurred. Any such amounts applicable to Delinquent Rents received by Buyer shall be promptly forwarded to Seller. All security deposits received by Seller from any tenant under an existing Tenant Lease shall be paid over to Buyer at the Close of income and expense with respect Escrow. 6.7.2. General real estate taxes for the then current year relating to the Property shall be prorated between as of the Close of Escrow. If the Close of Escrow shall occur before the tax rate is fixed for the then current year, the apportionment of taxes shall be made on the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property, provided that, if the taxes actually due for the current year are more or less than the taxes for the preceding year, then within thirty (30) days after the issuance of the then current year's tax ▇▇▇▇, Seller and Buyer shall adjust the proration of such taxes and Seller or Buyer, as the case may be, shall pay to the other any amount required as a result of such adjustment; this covenant shall not merge with the deed delivered hereunder but shall survive the Close of Escrow. All special taxes or assessments assessed prior to the Close of Escrow shall be paid by Seller, and those assessed after the Close of Escrow shall be paid by Buyer. 6.7.3. All other income from, and expenses of, the Property, including but not limited to public utility charges, interest, maintenance charges, and service charges, shall be prorated as of the Closing DateClose of Escrow. Income and expenses To the extent that information for any such proration is not available at the Property Close of Escrow, the parties shall effect such proration within ninety (90) days after Close of Escrow. If, however, the proration of percentage rental from any tenant or any other item or income or expense cannot be made within ninety (90) days after the Close of Escrow, then the proration of such item for each such tenant shall be made within ten (10) days after the information relating to such item becomes available. Percentage rents for each Tenant Lease shall be prorated on the basis of the actual number of days in elapsed during the month tenant's percentage rent period as of the Close of Escrow and not on the basis of the accrual method amount of accountingthe tenant's sales which accrued during such percentage rent period as of the Close of Escrow. All items At the end of income and expense 2003, Buyer shall calculate year-end adjustments for the calendar year in which the Close of Escrow occurred for common area maintenance expenses, taxes, and insurance owed by or to any tenant under the Tenant Leases, and Buyer shall forward to Seller any amounts paid by tenants to Buyer which amounts are for the payment of such tenant's pro rata share of taxes to the extent such taxes are attributable to that portion of the tax year during which Seller owned the Property and for which taxes Seller gave Buyer a credit at the Close of Escrow. If based on such year-end calculations any tenants owe additional sums to the landlord for their pro rata share of common area maintenance expenses, taxes, and insurance under their respective Tenant Leases, Buyer agrees to send to such tenants on behalf of Seller invoices for those sums owed by such tenants and attributable to the portion of the annual period through and including the Closing Date Close of Escrow during which Seller owned the Property and remit to Seller any amounts paid by tenants and received by Buyer in payment of such amounts; provided, however, Buyer shall be credited only send such invoices to the tenants on behalf of Seller if Seller delivers to Buyer such invoices plus all supporting information and debiteddocumentation to enable Buyer to respond to tenant inquiries regarding such invoices. If based on such year-end calculations the landlord owes a refund, respectivelycredit, or other sums to Seller; all items any one or more tenants under the Tenant Leases for an overpayment of income such tenant's or tenants' pro rata share of common area maintenance expenses, taxes, and expense insurance, Seller agrees to pay to Buyer an amount equal to such refunds, credits, or other sums, in the aggregate, owed to such tenants, which sums are attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by annual period including the Close of Escrow during which Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of owned the Property). Buyer The provisions of this subparagraph shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to survive the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Sellerclosing. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. The third paragraph of Paragraph 11 of the Agreement is hereby amended and restated in its entirety as follows: “At Closing, Buyer shall receive a credit for (ai) Real estate taxes any outstanding and assessmentsaccrued but unpaid brokerage commissions to the extent payable (but unpaid as of the Closing) by Seller (as landlord), personal property taxes, if any, rental income and all other items of income and expense with respect to lease and lease modifications entered into by Seller prior to the Property shall be prorated between Execution Date (“Pre-Execution Brokerage Commissions”), (ii) any outstanding free rent to the extent granted (but unapplied as of the Closing) by Seller (as landlord), pursuant to the express terms of the leases and Buyer lease modifications entered into by Seller prior to the Execution Date (“Pre-Execution Free Rent”), and (iii) any tenant improvement costs or tenant improvement allowances that are outstanding and accrued but unpaid as of the Closing Date. Income and expenses for pursuant to the Property shall be prorated on the basis express terms of the actual number of days in the month leases and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable lease modifications entered into by Seller prior to the period through and including the Closing Execution Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall cannot be entitled converted to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or credits pursuant to the terms of the Sony Leasesubject leases (“Pre-Execution Non-Convertible TI Obligations”). With respect to tenant improvement costs or tenant improvement allowances that are outstanding and accrued but unpaid as of the Closing pursuant to the express terms of the leases and lease modifications entered into by Seller prior to the Execution Date and which can be converted to rent credits pursuant to the terms of the subject leases (“Pre-Execution Convertible TI Obligations”), the amount of the same (which the parties agree and acknowledge is equal to $2,522,044.48 in the aggregate) shall not be deducted from the Purchase Price but shall be held in Escrow from Seller’s closing proceeds and maintained in a separate interest bearing account (the “Holdback Account”) for disbursement by Buyer to the applicable tenants as required under the applicable leases (as directed by Buyer). Buyer and Seller shall work together in good faith to establish the Holdback Account and the terms thereof; provided that Buyer shall be responsible for all costs and expenses associated with the Holdback Account. Seller shall be credited in escrow with any refundable deposits have no other obligations or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer liabilities in connection with the sale of the Property). foregoing (i.e., with respect to any such Pre-Execution Brokerage Commissions, Pre-Execution Free Rent, Pre-Execution Convertible TI Obligations and/or Pre-Execution Non-Convertible TI Obligations) and Buyer shall be credited in escrow with any leasing commissionsassume all obligations of Seller to pay such amounts as and when due and indemnify, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Datedefend, and hold Seller harmless from and against any and all claims, damages, costs or liabilities associated with same (which indemnity shall survive the budgeted amount for the Sony Work agreed upon between Buyer and SellerClosing). (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.”

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other All items of income and expense with respect of shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the "PRORATION DATE") in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of (A) all rents and (B) all expense contributions, real estate tax contributions, and other reimbursements from tenants ("TENANT CONTRIBUTIONS") received by Seller, Owner or Prior Owner and attributable to any month commencing after the Closing Date and (ii) all unapplied cash security deposits which were made by tenants under all leases of the Property in effect as of the Closing Date (or, as to cash security deposits held by Manager, Seller may, instead of crediting the same to Purchaser, instruct said manager to pay over the same to Purchaser). The term Tenant Contributions includes all amounts paid by the Anchor Stores under the REA and Supplemental Agreements. 5.2 All rents and Tenant Contributions for the month of Closing shall be prorated between Purchaser and Seller based upon their respective days of ownership of the Partnership Interest for such month in which the Closing occurs. Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Proration Date. At the time of the final calculation and collection from tenants of Tenant Contributions for 1997, whether in the nature of a reconciliation payment or full payment, in arrears, there shall be a reproration between Purchaser and Seller as to the Tenant Contributions. Such reproration shall not be made on the basis of a per diem method of allocation, but shall instead be apportioned between Seller and Purchaser on the basis of the relative share of actual expenses in question incurred by (i) Prior Owner and Owner (prior to the Closing Date) and by (ii) Owner from and after the Closing Date during the lease year in question. Seller covenants to provide Purchaser with any information necessary to finalize such calculation. Purchaser covenants to cause Owner to ▇▇▇▇ tenants for amounts due from tenants attributable to periods prior to closing and diligently pursue collections from tenants and, as collected, to timely deliver to Seller reproration amounts due Seller. In connection with the foregoing: (1) If such final calculation as to Tenant Contributions (other than real estate tax contributions) shows that a tenant paid an amount greater than its share of actual expenses, Seller shall pay Purchaser, within 10 days after demand, the Seller's pro rata share of such excess amount, which Purchaser shall cause Owner in turn to pay or credit to the tenant in reimbursement of such excess payment (with the intention that Seller will be responsible for such excess to the extent that Seller, Owner and/or Prior Owner received payments in excess of the actual expenses paid by Seller, Owner and/or Prior Owner on which such reimbursements are calculated). If such final calculation as to Tenant Contributions (other than real estate tax contributions) shows that a tenant paid an amount less than its share of actual expenses, and if Owner, after the Closing Date, receives from such tenant the amount of such shortfall, then, promptly after Owner's receipt thereof, Purchaser shall pay over to Seller the Seller's prorata share of such payment. (2) The parties acknowledge that (i) the tenants under Leases are paying during 1997 estimated tax payments for taxes for the 1997 tax year, which taxes are not themselves due and payable until 1998, and (ii) the final calculation as to Tenant Contributions for 1997 real estate taxes will not be complete until the actual amount of the 1997 real estate taxes is known. If such final calculation shows that a tenant paid an amount greater than its share of actual 1997 real estate taxes, Seller shall pay Purchaser, within 10 days after demand, the Seller's prorata share of such excess amount, which Purchaser shall in turn cause Owner to pay to the tenant in reimbursement of such excess payment, or which Purchaser shall cause Owner to credit to the tenant in reduction of such tenant's future obligations (with the intention in either case that Seller will be responsible for such excess to the extent that Seller, Owner and/or Prior Owner received payments in excess of the actual real estate taxes paid by or credited to Seller, Owner and/or Prior Owner on which such reimbursements are calculated). If such final calculation shows that a tenant paid an amount less than its share of actual 1997 real estate taxes, and if Owner, after the Closing Date, receives from such tenant the amount of such shortfall, then Seller shall be entitled to credit or payment for the same as provided in Section 5.6 below. 5.3 Percentage rent shall be prorated between the Purchaser and the Seller such that the Seller receives all percentage rent in respect of sales occurring through the Closing Date and the Purchaser receives all percentage rent in respect of sales occurring after the Closing Date. Any break point or minimum sales provision in any Lease shall be prorated as of the Closing Date on a per diem basis and applied to the period before and after the Closing in determining such percentage rent. 5.4 Any amounts received from tenants after Closing shall be applied on a tenant by tenant basis in the following order: (i) first on account of any amount due Owner from such tenant(s) in respect of any period after the Closing Date; (ii) next, on account of any amount due from such tenant for any period prior to the Closing Date; and (iii) finally, any balance then remaining to Owner (i.e., Seller shall have no interest therein). If delinquent rents have not been collected by Owner and paid to Seller within six (6) months after the Closing Date, Owner shall, at Seller's request, assign to Seller or at Seller's direction, to Prior Owner, the right to the pre-closing delinquency from such tenant, in which event Seller may institute an action in damages (but not seeking any other remedy) against such tenant to collect such delinquency, all at the cost and expense of Seller or at Seller's direction, Prior Owner. 5.5 Operating expenses, including, without limitation, permits, licenses. membership dues, and any other prepaid expenses, shall be prorated between Purchaser and Seller based upon the actual days of their respective ownership of the Partnership Interest utilizing the actual expenses or reasonable estimates. 5.6 Real estate taxes shall be prorated between Seller and Buyer Purchaser based upon the actual days of ownership for the year in which Closing occurs utilizing 100% of the most recent ascertainable tax ▇▇▇▇(s). Seller and Purchaser agree to reprorate said real estate taxes upon Owner's receipt of the actual tax ▇▇▇▇ for the tax year in question. Any amount owing by Seller to Purchaser on account of the increase reflected in the actual tax ▇▇▇▇ shall be due 30 days prior to the date on which Owner is required to make the tax payment reflecting such increase; such payment by Seller to Purchaser will be reduced by Seller's pro rata share of amounts, if any, theretofore collected by Owner from tenants on account of such increase in the taxes for 1997 (and as and when Owner thereafter receives payments from tenants on account of such increase, Purchaser shall remit to Owner Seller's pro rata share thereof, as part of the monthly reconciliation process described below, up to the amount of the increase already paid by Seller). Notwithstanding the foregoing, if the actual tax ▇▇▇▇ is received prior to the first payment of 1997 taxes, Seller's payment required above as to the tax increase shall be made 50% prior to such first installment, and 50% prior to the second installment, net of said tenant reimbursements theretofore received on account of said increase. After the actual tax bills are known, Purchaser shall cause Owner promptly in accordance with Purchaser's customary practice to ▇▇▇▇ tenants for their share thereof. Purchaser, on behalf of Owner, shall have the exclusive right to meet with governmental officials and to contest any reassessment. Purchaser shall pay to Seller an amount equal to any refund of taxes applicable to any period prior to the Closing unless under the terms of the Leases the tenants are entitled to the benefit of such refund. 5.7 Except for utilities billed directly to Tenants, utilities shall be prorated as of the Proration Date based upon either meter readings on the Proration Date or the prior month's actual invoices. Seller shall be credited with any unapplied utility deposit in effect as of the Closing Date to the extent such deposit is assignable. 5.8 Owner shall be responsible for and pay for (and Seller shall not be required to reimburse Purchaser for) both: (a) the cost of all tenant improvements, and (b) all leasing commissions due and payable as a result of leases made pursuant to (i) Proposals listed on Schedule 4 attached hereto, (ii) any lease entered into after the date hereof through the date which is five (5) days prior to the expiration of the Due Diligence Period, and (iii) any Proposal which Purchaser approved, or is deemed to have approved as provided in Section 15. Purchaser shall receive a credit from Seller for the amount of all unpaid tenant allowances and leasing commissions shown on Exhibit M. 5.9 All insurance policies and property management agreements shall be terminated at the cost of Seller as of the Closing Date and there shall be no proration with respect to these items. 5.10 On the Closing Date, Owner shall, at Seller's sole cost and expense, discharge all indebtedness of Owner for borrowed money, including all indebtedness secured by the Property (subject to Seller's right to defease the Loan as described in Section 3.4 above); provided, however, Purchaser shall accept the Hawthorn Swap pursuant to Section 3.4 hereof; and, provided further, as to the equipment leasing agreements listed in Exhibit B, the monthly payments thereunder will be pro rated and the same shall not be paid off at Closing. At the Closing, Purchaser shall be credited with (i.e., Seller shall be charged for) any unpaid amounts owing by Owner under Hawthorn Swap for all periods through the Closing Date. At the Closing Date, Owner shall distribute all cash on hand to Seller. Seller is retaining all rights under the Withdrawal and Distribution Agreement. 5.11 Seller shall be responsible for all payments due to the Agents and Manager under the Management and Submanagement Termination Agreements and the agreements terminated pursuant thereto. All other items which are customarily prorated in transactions similar to the transaction contemplated hereby and which were not heretofore dealt with, will be prorated as of the Proration Date. In the event any prorations or computations made under this Section are based on estimates or prove to be incorrect, then either party shall be entitled to an adjustment to correct the same. Purchaser shall indemnify and hold Purchaser Indemnified Parties harmless from and against any and all claims for which Purchaser received credits pursuant to this Section 5. The indemnity set forth in the immediately preceding sentence and the covenants contained in this Section 5 shall survive Closing. Purchaser and Seller hereby agree to reprorate all expense and income items for which estimates were used to determine the prorations (including, but not limited to, real estate taxes) on May 1, 1998, with a final accounting to be completed no later than thirty (30) days after final real estate tax bills have been issued for the tax year 1997. On the date of each such final accounting, all sums due from Seller to Purchaser, or Purchaser to Seller, shall be paid in the same manner as they would have been paid as provided herein had the final amounts been known as of the Closing Date. Income . 5.12 Seller shall cause to be prepared and expenses timely filed, at Seller's cost and expense, a stub-period tax return for Owner for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period from January 1, 1997 through and including the Closing Date shall be credited and debited(i.e., respectively, to Seller; all items through the date on which there is a termination for tax purposes of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion Owner by reason of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms Purchaser's purchase of the Sony LeasePartnership Interest). Seller Such tax return shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to make the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale election under 754 of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and SellerInternal Revenue Code. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. The following shall be prorated as of the Closing Date and the Purchase Price shall be adjusted accordingly at Closing: (a) Real estate taxes rents and assessmentsany other amounts actually collected from tenants and other persons using or occupying the Properties as of the Closing Date; (b) sewer charges, personal property taxes, if any, rental income and all other items of income and expense with respect to the Property utility charges (utility charges shall be prorated between based on the last reading of meters prior to Closing performed at Seller’s request, if possible) and normally prorated operating expenses actually billed or paid as of the Closing Date; and (c) amounts owed by Seller and Buyer or paid under the Service Contracts as of the Closing Date. Income and expenses Purchaser shall at all times after Closing use commercially reasonable efforts (not to include commencing any eviction action or other litigation to collect such delinquency) to collect all rent or other amounts owed for the Property period prior to Closing, and Seller shall be prorated on retain the basis of the actual number of right for up to ninety (90) days in the month after Closing to pursue all PFS:009462.0002.2820427.11 remedies (not to include commencing any eviction action or other litigation to collect such delinquency, or terminating any lease) against tenants under Leases to collect such rents and on the basis of the accrual method of accountingother amounts due to Seller. All items of income and expense for the Property attributable to the period through and including rent received by Purchaser or Seller after the Closing Date shall be credited applied first to current rentals, then to delinquent rents accruing in the month of Closing and debited, respectivelythen, to Seller; all items of income and expense the extent the applicable tenant identifies such rent as attributable to the period following the prior to Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or delinquent rentals accruing prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule . The agreements of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonyPurchaser set forth in this Section 8(a) shall survive the Closing. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Closing Time"), the following (collectively, the "Proration Items"): real estate and personal property taxes and assessmentsassessments which are required to be paid for the calendar year in which the Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the Property terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and 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 prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in the month Operating Expense Recoveries), and on the basis Seller's insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the accrual method of accounting. All items of income and expense for Closing Time, in which event no proration will be made at the Property attributable Closing with respect to utility bills (except to the period through extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and including Purchaser will be obligated to make its own arrangements for deposits with the Closing Date utility providers. A final reconciliation of Proration Items shall be credited made by Purchaser and debited, respectively, to Seller; all items of income and expense attributable to the period Seller within ninety (90) days following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with The provisions of this Section 10.4 (iexcluding subsection (e) any portion of deposits made which is governed by Sony with respect to the Property held by Seller and which are refundable to Sony and (iiSection 3.2(a) rent prepaid by Sony beyond above) will survive the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property twelve (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs"12) attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Sellermonths. (b) Buyer 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 shall cooperate and attributable to produce any period following the Closing Time. Seller will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals that are payable by, or invoiced to, month-to-month tenants on an “in arrears” basis to the extent such amounts have not yet been received by Seller as of the Closing Time and are attributable to a period prior to the Closing Date a schedule of prorations to be made on and after Time; provided, however, that the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date foregoing credit shall be made in escrow on the Closing Date. All other prorations, and adjustments limited to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 those amounts attributable to a period not more than thirty (30) days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing DateTime; and provided, further, that to the extent that any such amounts are attributable to a period more than thirty (30) days prior to the Closing Time, such amounts shall be treated the same as Rentals that are “Delinquent” (as defined below). After the Closing, Seller shall pay will cause to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously be paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.or turned over to

Prorations. (a1) Real estate taxes As of the Close of Escrow, all real and assessments, personal property taxestaxes based on the most recent property tax bills available, rents, issues and profits from the Property, utilities, and such other matters as the parties shall agree to be prorated. (2) All bonds or special assessments against the Property due before the Close of Escrow shall be paid by Optionor and all bonds or special assessments due after the Close of Escrow, which relate to events occurring prior to the Close of Escrow, shall be prorated as of the Close of Escrow. (3) All past due rent (including operating expense pass throughs) shall for purposes of proration be deemed received by Optionor except rent due by Optionee or its affiliates for which Optionor shall receive a credit at Close of Escrow; provided, however, Optionee agrees to use its good faith efforts (without litigation) to obtain and promptly deliver to Optionor all past due rents accrued prior to the Close of Escrow from any tenants of the Property other than Optionee. (4) Rentals and operating expense pass throughs received by Optionee shall first be credited to current obligations, and when those are satisfied, then to past due obligations owed to Optionor which shall be promptly paid to Optionor by Optionee. (5) Any supplementary tax bills received by Optionee following the Close of Escrow relating to a period prior to the Close of Escrow shall be prorated by the parties as if said tax bills had been available at the Close of Escrow. (6) Security and other deposits and unused portions of advance rentals, if any, rental income actually paid by any tenant and all other items received by Optionor under any of income and expense with respect to the Property Leases shall be prorated between Seller and Buyer as transferred to Optionee upon the Close of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made Escrow without additional consideration by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and SellerOptionee. (b7) Buyer Prepaid expenses, the benefits of which are enjoyed by Optionee after Close of Escrow, such as advertising expenses and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyutility charges. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate Except as set forth herein, the Seller shall pay for all tenant improvement costs, leasing commissions and Tenant Inducements for leases executed prior to the Closing. Rents, including, without limitation, percentage rents, if any, and any additional charges and expenses payable under tenant Leases or licenses, including without limitation telecommunications licenses, all as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); rents payable by the Seller on the Ground Leases, interest payable under the Loans, real property taxes and assessments; water, sewer and utility charges; personal property taxes, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be prorated ; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the actual number period covered); any other expenses of days the operation and maintenance of the Properties; and the above market portions of tenant improvement costs and leasing commissions related to the Properties in the month and event the parties, in their sole discretion, agree in writing, after written prior notice thereof from the Seller to the Buyer, that any such tenant improvements or leasing commissions are for amounts that are above market rates, shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Any sums collected by the accrual method Buyer from tenants after the Closing shall be promptly paid to the Seller to the extent of accountingany rents and other sums which were delinquent at Closing, after first applying all such amounts collected to current obligations. All items The Buyer shall use reasonable efforts to collect such delinquent rents but shall not be obligated to expend any sums, commence any litigation, terminate any lease or threaten to terminate any lease to do so. The Seller retains the rights to collect any such delinquent rents from tenants after Closing provided that the Seller shall use personnel independent of income and expense any personnel who may be performing management services for the Property attributable Buyer to do so and provided that the period through and including Seller shall not commence any legal or equitable proceedings in the Closing Date nature of an unlawful detainer, eviction or other proceeding which would have the effect of interfering with any tenant's quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. The amount of any security deposits (but not letters of credit in lieu thereof, which shall be transferred by the Seller in accordance with the provisions of Section 7.5(b) below) under tenant Leases shall be credited against the Purchase Price and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) assume all liabilities thereunder. The Seller shall receive credits at Closing for the amount of any portion of utility or other deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and SonyProperties, in order which case all such deposits for Sony to waive which the Seller receives credit shall remain in place for the benefit of the Proposition 13 Provision Buyer and the Seller shall execute and deliver such documents as shall be necessary to assign such deposits to the Buyer. The Buyer shall use reasonable efforts to cause all utilities and letters of credit to be transferred into the Sony Lease.Buyer's name and account at the

Prorations. (a) Real Ad valorem taxes and assessments (whether for real estate or personal property) against the Property will be prorated at Closing as of the date of Closing based on the tax bills for the year of the Closing. If Closing occurs before that year's tax bills are available, the proration will be based on the latest tax rate applied to the latest valuation provided by the applicable taxing authority. Buyer shall thereafter pay all taxes and assessments against the Property before they become delinquent. (b) Except as set forth in Section 6.3(c), all income and expenses in connection with the operation of the Property (other than ad valorem taxes and assessments) will be prorated at Closing as of the Closing Date as more particularly described below. All income and expense items subject to proration pertaining to the period prior to the Closing Date will be allocated to Seller and all income and expense items subject to proration pertaining to the period starting on the Closing Date will be allocated to Buyer. With respect to income (including rents) actually received by Seller for the month in which the Closing occurs (the Closing Month), Buyer will receive a credit against the Purchase Price equal to the portion of such income actually received that is attributable to the period of the Closing Month starting on the Closing Date. With respect to prepaid income (including prepaid rents) actually received by Seller for periods after the Closing Month, Buyer will receive a credit against the Purchase Price for such income actually received. With respect to expenses allocable to the Closing Month, Seller will receive from Buyer at Closing an amount equal to the portion of such expenses that Seller has actually paid that is attributable to the period of the Closing Month starting on the Closing Date. With respect to expenses actually paid by Seller for periods after the Closing Month for Service Contracts or items that Buyer has expressly assumed or is required herein to assume, Seller will receive from Buyer at Closing an amount equal to such expenses actually paid. (c) Notwithstanding the generality of Section 6.3(b), the following specific allocations will apply to Buyer and Seller, as applicable. Seller is responsible for locator fees and commissions for Leases under which the tenant moves into a unit prior to the Closing and commences the payment of rent for same. Buyer is responsible for locator fees and commissions for Leases under which the tenant moves into a unit on or after the Closing or has not yet commenced payment of rent as of the Closing. Any income payable in connection with any Service Contract will be prorated as set forth in Section 6.3(a), but no lump sum, front-loaded or similar bonus payments paid to Seller with respect to any Service Contract will be prorated, including (without limitation) any so-called “door fee” or similar incentive payment under a telecommunications contract. Finally, Buyer acknowledges that Seller bills the tenants in connection with the Leases for certain utility services procured by Seller and furnished to such tenants (Utility Payments), with b▇▇▇▇▇▇▇ to tenants for such utility services being made monthly and in arrears (ie: for a utility service period that concluded prior to tenant actually being billed for same). To ensure Seller’s recoupment of all utility expenses allocable to periods prior to Closing, Buyer shall remit to Seller after Closing an amount equal to the actual Utility Payments paid by the tenants and attributed to: (i) Seller’s last monthly utility service period that concludes prior to Closing; and (ii) the monthly utility service period during which Closing occurs but only the pro-rata share allocable to such period up to (but not including) the date of the Closing. As to matters other than taxes on real and personal property, Seller and Buyer shall make appropriate post-closing adjustments to the prorations of income and expenses but in no event will any readjustment be made after the 60th day after the Closing Date. (d) All deposits and/or fees made by tenants under the Leases (whether or not such deposits and/or fees have been designated as refundable security for rent, cleaning, pets, or any other purposes) and not applied by Seller will be credited against the Purchase Price and the obligation to refund the cash deposits to tenant is assumed by Buyer, such actual cash deposits being retained by Seller. The application fees which are not prepaid security deposits shall be retained by Seller. (e) To the extent received by Buyer after Closing, Buyer will promptly remit to Seller any bonds or letters of credit issued in favor of any governmental authorities by Seller or any Seller affiliate in connection with the construction, operation or maintenance of the Improvements and any property taxestax refunds, utility refunds or any other refunds in connection with the ownership, development or operation of the Property attributable to any period prior to Closing. To the extent received by Seller after Closing, Seller will promptly remit to Buyer any bonds or letters of credit issued in favor of any governmental authorities by Buyer or any Buyer affiliate in connection with the operation or maintenance of the Improvements and any property tax refunds, utility refunds or any other refunds in connection with the ownership, development or operation of the Property attributable to any period on or after Closing. (f) Buyer shall use reasonable efforts to collect Delinquent Rentals (defined herein) for Seller's benefit after the Closing in the usual course of the operation of the Property, and collections, if any, rental income and all will be remitted to Seller promptly upon receipt by Buyer. Buyer's obligation to remit Delinquent Rentals to Seller terminates 120 days after the Closing. Nothing contained herein requires Buyer to institute any lawsuit or other items of income and expense with respect to the Property shall be prorated between collection procedure. Seller and Buyer agree that any sums received by Buyer from any tenant owing Delinquent Rentals will first be applied to the rent of such tenant for periods after Closing that are currently due and payable to Buyer, then to rent for the Closing Month (and prorated between the parties and remitted accordingly), and then to other Delinquent Rentals and remitted to Seller accordingly. Delinquent Rentals are defined as rents owed by tenants for the Closing Month or any month prior to the Closing Month but uncollected by Seller as of the Closing Date. Income and expenses for To the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of extent Buyer collects any other income and expense for the Property that is attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) Month or any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or month prior to the Closing DateMonth, and the budgeted amount Buyer shall remit such amounts to Seller promptly upon receipt (but retaining its prorated share of any income for the Sony Work agreed upon between Buyer and SellerClosing Month). (bg) The Real Property is subject to certain assessments by the applicable property owner’s association, pursuant to the Declaration of Covenants, Conditions and Restrictions and associated instruments, which encumber the Real Property along with other tracts of real property within the vicinity of same (the Restrictive Covenants). During years prior to the year of the Closing, a portion of such assessments that were allocable to one or more of such other tracts were not paid (the Delinquency), and Seller paid a portion of the Delinquency to such owner’s association. Seller and Buyer hereby expressly agree that Buyer is not assuming any responsibility for the Delinquency and Seller shall cooperate remain liable for such Delinquency. If any of such Delinquency is hereafter recovered by such association from the proper payers, then Seller may be entitled to produce prior to the Closing Date reimbursement of all or a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as portion of the Closing Date shall Delinquency that was previously paid by Seller. Buyer acknowledges and agrees that the rights to any such reimbursement will not be made in escrow on conveyed to Buyer at the Closing DateClosing. All other prorationsBuyer has no obligation to attempt to pursue or collect any such reimbursement; however, and adjustments if Buyer hereafter receives any such reimbursement, then Buyer agrees to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or remit such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partySeller within 10 days after receipt of same. (ch) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account The obligations of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and SonyBuyer under this Section 6.3 survive the Closing. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect to the Property The following shall be prorated adjusted between Seller and Buyer Purchaser: i. Proration Items. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Proration Time”), the following (collectively, the “Proration Items”): (i) real estate and personal property taxes and assessments due and payable in the calendar year of Closing, (ii) utility bills (except as hereinafter provided), and (iii) operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Proration Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Proration Time. Such preliminary estimated Closing prorations shall be set forth on a closing statement to be prepared by ▇▇▇▇▇▇ and submitted to Purchaser for Purchaser’s approval prior to the Closing Date. The Closing Statement, once agreed upon, shall be signed by ▇▇▇▇▇▇▇▇▇ and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for , the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number of days in the month figures, and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall a final cash settlement will be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by between Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing DatePurchaser. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of No prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall will be made in escrow on the Closing Date. All other prorationsrelation to insurance premiums, and adjustments Seller’s insurance policies will not be assigned to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyPurchaser. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes All revenues, income, receivables, costs, expenses and assessments, personal property taxes, if any, rental income and all other items payables of income and expense with respect to the Property shall be prorated apportioned equitably between Seller and Buyer the parties as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month a particular month, and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Leases, as and when collected. If at Closing there are any past due rents or charges owed by Seller occupancy tenants, they shall not be prorated until received; Buyer shall include such delinquencies in its normal billing and which are refundable to Sony and (ii) rent prepaid by Sony beyond shall pursue the collection thereof in good faith after the Closing Date. Date (but Buyer shall not be entitled required to litigate or declare a default in any interest Lease). To the extent Buyer receives amounts on deposits made by Sony or prepaid rent accrued account of Leases on or before after the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller such payments shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned applied first toward then current rent owed to Buyer in connection with the sale applicable 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. Buyer 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 its share of charges or amounts without first obtaining Seller's written consent. Seller hereby reserves the Property)right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Seller. Buyer shall reasonably cooperate with Seller in any collection efforts hereunder (but shall not be credited required to litigate or declare a default in escrow with any leasing commissions, Lease). With respect to delinquent rents and any other allowances amounts or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule other rights of prorations to be made on and after the Closing Date pertaining to any kind respecting tenants who are no longer tenants of the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony.retain all rights relating thereto; (dii) On Real estate and personal property taxes and any special assessments, taking into consideration discounts for the Closing Dateearliest permitted payment, Seller shall pay Sony through escrow based upon the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.latest

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of paragraph (b) below) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the 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 making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before August 31, 2016 (herein, the “Final Proration Date”); provided that such reconciliation, as it relates to real estate taxes shall be made within thirty (30) days following the issuance of the 2016 tax bills for the Real Property and the Improvements. The provisions of this 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 month and 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 basis Closing Statement for the prorated amount (as of the accrual method Closing Time) of accounting. All items of income all Rentals previously paid to and expense for the Property collected by Seller and attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the any period following the Closing Time. After the Closing-Date shall , Seller will cause to be credited paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and debitedproperly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, respectivelyparking 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 Buyer. Buyer shall be credited the extent the same exceeds any expense stop specified in escrow with (i) any portion of deposits made by Sony with respect 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 Property held by Seller and landlord under the Tenant Lease or from other occupants or users of the Property, 36 excluding specific tenant ▇▇▇▇▇▇▇▇ which are refundable governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall Time and payment thereof has not be entitled to any interest on deposits been made by Sony or prepaid rent accrued on or before the Closing DateTime. Delinquent Rentals will not be prorated and shall not include, except 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 interest such amounts and will not be required to be paid conduct lock-outs or take any legal or other action to Sony under Applicable Law or pursuant enforce collection of any such amounts owed to the terms Seller by Tenants of the Sony LeaseProperty. Seller shall have the right to pursue Delinquent Rentals after Closing including instituting legal actions, but in no event shall Seller be credited in escrow with permitted to institute eviction proceedings against any refundable deposits Tenant or bonds held by take any utility, governmental agency or service contractor with 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 Property (“Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") Delinquent Rental Proration Period properly attributable to the Sony Lease which Seller has not paid on or period prior to the Closing DateTime. All sums collected by Purchaser during the Delinquent Rental Proration Period, from such Tenant (excluding tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and the budgeted amount for the Sony Work agreed upon between Buyer other specific services as described in and Seller. (bgoverned by Section 10.4(d) Buyer below, which shall be payable to and belong to Seller shall cooperate to produce prior in all events, notwithstanding anything herein to the Closing Date a schedule of prorations contrary) will be applied first to be made on and amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Date pertaining Time), then any collection costs of Purchaser related to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorationssuch Tenant, and adjustments then to initial estimated prorationsprior delinquencies owed by Tenant to Seller. Any sums collected by Purchaser and due Seller will be promptly remitted to Seller, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable collected by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonydue Purchaser will be promptly remitted to Purchaser. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes All revenues, income, receivables, costs, expenses and assessments, personal property taxes, if any, rental income and all other items payables of income and expense with respect to the Property shall be prorated apportioned equitably between Seller and Buyer the parties as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in a particular month, and with respect to the month items enumerated below where a particular manner of apportion- ment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned (with amounts being credited or debited to each Seller, as appropriate, in accordance with its respective Percentage Interest thereof): (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by occupancy tenants, they shall not be prorated until received; 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 Sellers' share thereof being promptly delivered to Sellers. 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 Sellers are entitled to receive its share of charges or amounts without first obtaining Seller's written consent. Sellers hereby reserve the right to pursue any remedy against any tenant owing delinquent rents and any other amounts to Sellers. Purchaser shall reasonably cooperate with Sellers 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, Sellers 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 Sellers and Purchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Sellers agree that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Sellers or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Sellers' ownership thereof, Sellers shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Sellers' 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 Sellers) shall be promptly paid over to Sellers. 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 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 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 accrual method duration of accounting. All items of income the same; (iv) Security Deposits, plus accrued interest, if any, payable thereon to tenants, and expense for the Property attributable to the period through any other deposits and including the Closing Date prepaid rent, shall be credited (or assigned) to Purchaser; (v) Utility charges levied against Sellers or the Property, and debited, respectively, Purchaser shall transfer all such utility services to Seller; all items its name and account immediately upon Closing; (vi) Service Contracts on the basis of income and expense attributable to the charge or premium for the period following involved; (vii) Tenant improvements and leasing commissions in accordance with Paragraphs 7(a) and 7(b). (viii) All other operating expenses incurred in the Closing-Date shall be credited management and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale operation of the Property). Buyer No insurance policies shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Dateassigned hereunder, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date accordingly there shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyno proration of insurance premiums. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes 11.1 Subject to the provisions of this Paragraph 11, all revenues and assessments, personal property taxes, if any, rental income and all other items of income and expense with respect expenses relating to the Property shall be prorated between Seller and Buyer as of the Closing DateClose of Escrow. Income Expenses relating to the Property, including without limitation, real property taxes and expenses for assessments, utility charges and the Property like, shall be prorated on the basis of the actual number of days in the month an accrual basis, and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable revenues relating to the period through Property, including, without limitation, rentals and including the Closing Date other income (including, without limitation, common area charges and operating cost pass throughs) shall be credited and debitedprorated on a cash received basis, respectively, to Seller; all items of income and expense attributable subject to the period following the Closing-Date shall be credited and debited, respectively, to Buyerprovisions set forth in Paragraph 11.5 below. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. It is understood that Buyer shall not be entitled to any interest 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 deposits made by Sony or prepaid rent accrued on or before the day immediately preceding the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to Date (the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property“Proration Time”). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable responsible for all real estate tax reassessment and increase as a result of the transactions contemplated under this Agreement. Seller shall be entitled to the Sony Lease which Seller has not paid on or all tax refunds for periods prior to the Closing DateClose of Escrow, and Buyer shall remit the budgeted amount for same to Seller promptly after receipt; provided, however, that Buyer shall first deduct therefrom any portions thereof which are due to any of the Sony Work agreed upon between Buyer tenants under the Leases and Seller. (b) Buyer and Seller shall cooperate remit the same to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possiblesuch tenants. All monthly prorations which can shall be liquidated accurately or reasonably estimated as calculated on actual days of the Closing Date applicable month and all annual prorations shall be made in escrow calculated based on the Closing Datea 365-day year. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior Prior to the Closing Date, Seller and Buyer shall pay agree upon a schedule of expenses and prorations (“Proration and Expense Schedule”). If any prorations, apportionments or computations made under this Paragraph 11 shall require final adjustment because the information is unavailable at the Proration Time, then the parties shall make the appropriate adjustments promptly when accurate information becomes available and either party hereto shall be entitled to Sony any sums owing an adjustment to Sony on account correct the same. Such adjustments shall be made as soon as complete and accurate information becomes available, but in all events no later than April 30, 2008 (the “Survival Cut-Off Date”). Any corrected adjustment or proration shall be paid promptly in cash to the party entitled thereto. Except as otherwise set forth above in this Paragraph 11.1, the obligations of the incremental difference' between rent due parties under this Paragraph 11 shall survive the Close of Escrow through the Survival Cut-Off Date and payable by Sony pursuant shall not be merged with the Deed until the expiration of the Survival Cut-Off Date. The foregoing terms of this Paragraph 11.1 are subject to the Sony Lease terms of Paragraphs 11.2 through 11.5 below. 11.2 The leasing commissions, attorneys’ fees in connection with leasing, and rent previously improvement allowances/reimbursements/expenditures set forth on Schedule 11.2 attached hereto shall be the sole responsibility of Seller and shall be paid by Sony on account Seller at 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 such Schedule 11.2. Notwithstanding the foregoing or anything to the contrary, (a) the tenant improvement allowance in the amount of $330,001.42 relating to the space leased by C▇▇▇▇▇▇, ▇▇▇▇▇▇ & Co. (the “C▇▇▇▇▇▇ Allowance”) shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any portion of such amount paid by Seller prior to the Close of Escrow (without obligation to do so) shall be credited to Seller upon the Close of Escrow, and (b) all other leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures for any Leases or Lease amendments, whether with respect to base lease term (for Leases or Lease amendments executed after the date hereof), future expansions, renewals, or otherwise, shall be Buyer’s sole responsibility (and Seller shall have no obligation with respect thereto), and any such amounts paid by Seller relating thereto (without obligation to do so) shall be credited to Seller upon the Close of Escrow; provided, however, Buyer shall not be responsible for leasing commissions, attorneys’ fees in connection with leasing, and improvement allowances/reimbursements/expenditures relating to the CRG Agreements or any space covered solely by the Final CRG Lease (except as may be set forth to the contrary in the Final CRG Lease). 11.3 As of the prior lease in effect between 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 Sony. gas (d) On the “Utility Charges”), which are incurred from and 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 pay Sony through escrow not be responsible for Utility Charges accruing after the amount due Close of Escrow. Additionally, it is understood that Seller, prior to Sonythe Close of Escrow, may b▇▇▇ Tenants for electricity/power charges that may not be fully reimbursed to Seller by such Tenants as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision Close of Escrow (the “Utility B▇▇▇ Amounts”). Buyer shall b▇▇▇ and use reasonable efforts to collect any 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 Sony LeaseUtility 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 by 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. The following shall be prorated as of 11.59 p.m. CST on the day immediately preceding the Closing Date and be adjusted against the Purchase Price due at Closing: (a) Real estate taxes rents and assessments, personal property taxes, if any, rental income any other amounts actually collected from tenants and all other items of income and expense with respect to persons using or occupying the Property shall be prorated between Seller and Buyer as of the Closing Date. Income ; (b) utility charges including sewer charges (utility charges shall be prorated based on the last reading of meters prior to Closing performed at Seller’s request, if possible) and normally prorated operating expenses for the Property shall be prorated month of Closing that are actually paid as of the Closing Date subject however to Section 6.5 below with respect to ratio utility billing systems (RUBS); and (c) amounts owed by Seller or paid for the month of Closing under the Contracts described in Section 3.3 hereof as of the Closing Date (on the basis of the fiscal year or billing period of the person levying or charging for the same). Leasing commissions or finder’s fees (if any) shall be paid in full by Seller for each lease entered into after the Effective Date and prior to Closing. Within sixty (60) days after the Closing, Purchaser and Seller will make a further adjustment based upon the above proration provisions for such rents collected or charges paid which accrued or were incurred prior to the Closing Date, but not billed or paid at that date, including any bills that were not available as of the Closing Date but relate to. expenses incurred prior to the Closing Date and thereafter paid. Except as otherwise stated in this Agreement, all prorations shall be made on a 365-day calendar year basis, based on the actual number of days in the month and on applicable month. The terms of this Section 6.3 shall survive Closing as necessary to accommodate the basis of the accrual method of accountingpost-Closing adjustments contemplated herein. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable Purchaser shall endeavor to Sony cause the Title Company to prepare draft closing statements containing the prorations and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited adjustments described in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent this Section 6 and deliver the same are assignable together with invoices or bills for all prorated expenses and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs reasonable backup information from Seller no later than 3:00 p.m. CST two (collectively, "Leasing Costs"2) attributable to the Sony Lease which Seller has not paid on or business days prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real Notwithstanding anything to the contrary contained in this Agreement, all rent, additional rent, real estate taxes and assessments, personal property taxes, if anycommon area maintenance and other charges, rental income insurance obligations and all other items of income and expense with respect to utility charges payable under the Property Acquired Leases shall be prorated between Seller and Buyer as of the Closing DateDate for each Acquired Lease. Income Sellers agree to prorate real estate taxes and expenses 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 Property fiscal period in which the Closing Date occurs shall be the responsibility of the Sellers, provided, however, if Buyer opens for business from the applicable Store in the fiscal period in which the percentage rent is calculated, then percentage rent based on sales shall be prorated on based upon the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense ratio that sales made at such Store for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which percentage rents are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce calculated prior to the Closing Date a schedule of prorations bears to be the aggregate sales made on 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 Buyer agree to adjust between themselves after the Closing Date pertaining any errors, reconciliations, or omissions in the prorations or adjustment set forth in the closing statements and any other prorations or adjustment made pursuant to this Agreement. Notwithstanding anything contained herein to the Property contrary, such apportionments shall be deemed final and not subject to further post-closing adjustments if no such adjustments have been requested within ninety (90) days after such time as all necessary information is available to make a complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as determination of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other partyapportionments. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) days prior to the Closing Date (the “Closing Statement”). The Closing Statement, 37 once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Purchaser and Seller on or before the last day of the Survival Period (herein, the “Final Proration Date”). The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above), will survive the Closing until the Final Proration Date, and in the month and 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. (b) Purchaser will receive a credit on the basis Closing Statement for the prorated amount (as of the accrual method Closing Time) of accounting. All items of income all Rentals previously paid to and expense for the Property collected by Seller and attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the any period following the Closing Time. After the Closing-Date shall , Seller will cause to be credited paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing and debitedproperly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, respectivelyparking 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 Buyerthe extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are governed by Section 10.4(d). Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect Rentals are “Delinquent” if they were due prior to the Property held by Seller Closing Time and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall payment thereof has not be entitled to any interest on deposits been made by Sony or prepaid rent accrued on or before the Closing DateTime. Delinquent Rentals will not be prorated. Until the end of the Survival Period, except 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 interest such amounts and will not be required to be paid conduct lock-outs or take any other legal action to Sony under Applicable Law 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. With respect to any Delinquent Rentals received 38 by Purchaser within the Survival Period, Purchaser shall pay to Seller any rent or pursuant payment actually collected during the Survival Period properly attributable to the terms period prior to the Closing Time. All sums collected by Purchaser during the Survival Period, from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Time and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, all of which shall be payable to and belong to Seller in all events, notwithstanding anything herein to the Sony Leasecontrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be credited entitled to institute legal actions to pursue Delinquent Rental after Closing, but in escrow with no event shall Seller be permitted to institute eviction proceedings against any refundable deposits or bonds held Tenant. Any sums collected by any utility, governmental agency or service contractor with respect Purchaser and due to the Property (Seller will be promptly remitted to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing DateSeller, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable collected by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony Purchaser will be promptly remitted to waive the benefit of the Proposition 13 Provision of the Sony LeasePurchaser.

Prorations. Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (a) Real the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments, personal property taxes, if any, rental income and all other items of income and expense assessments for the year in which Closing 37 occurs so that such proration pursuant to this Section 10.4(a) shall be with respect to taxes payable in the year in which Closing occurs and not the taxes attributable to such year but payable the following year, (i.e. 2015 real estate taxes paid or to be paid in 2016), utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of a 366 day year, actual days elapsed). Purchaser shall assume the obligation to pay all 2015 real estate taxes (payable in 2016) which have not been paid as of Closing. In calculating the proration of the 2015 real estate taxes (payable in 2016), the full amount of the 2015 real estate taxes (payable in 2016) shall be prorated between Seller and Buyer Purchaser giving credit for payments of such real estate taxes made by Seller or to be made by 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 Time. Purchaser shall be solely responsible for real estate taxes for the year 2016 (i.e. taxes and assessments due and payable in 2017). Such preliminary estimated Closing prorations shall be set forth on a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) three (3) Business Days prior to the 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 making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in the month Operating Expense Recoveries), and on the basis Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including Closing Time, in which event no proration will be made at the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to utility bills (except to the Property held extent covered by the proration of Operating Expense Recoveries). Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not will be entitled to any interest on 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 (except for real estate taxes which shall be handled as otherwise provided here in) shall be made by Sony or prepaid rent accrued Purchaser and Seller on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property date that is ninety (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs"90) attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or but in no event later than December 15, 2016 (herein, the “Final Proration Date”); provided that such reconciliation, as it relates to real estate taxes payable in 2016 shall be made within thirty (30) days following the issuance of the second installment 2015 tax bills for the Real Property (but in no event later than December 15, 2016) and provided further, that any reevaluation of Tax Recoveries shall be made within the time as may frames set forth in Section 10.4(c)(ii) below. The provisions of this Section 10.4 (excluding subsection (e) which is governed by Section 3.2 above, and excluding the reevaluation of Tax Recoveries, which shall be required governed by Section 10.4(c)(ii) below) will survive the Closing until Final Proration Date, and in the event any items subject to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or proration hereunder are discovered prior to the Closing Final Proration Date, Seller the same shall pay to Sony any sums owing to Sony on account be promptly prorated by the parties in accordance with the terms of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.this Section 10.4. 38

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”) real estate and personal property taxes and assessmentsassessments for the year in which Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the terms of (b) below), expenses under the Permitted Exceptions, and expenses under Service Contracts assumed by Purchaser at Closing payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all of the Proration Items relating to the period after the Closing Time. Such preliminary estimated Closing prorations shall be prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser’s approval (which approval shall not be unreasonably withheld) two (2) Business Days prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days Operating Expense Recoveries), and Seller’s insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to 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 by Purchaser and Seller on or before November 30, 2016 (herein, the “Final Proration Date”). The provisions of this Section 10.4 will survive the Closing until the Final Proration Date has occurred, and in the month 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 basis Closing Statement for the prorated amount (as of the accrual method Closing Time) of accountingall Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. All items 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 income 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 through and including prior to the Closing Date shall be credited and debitedTime. All sums collected by Purchaser during the Delinquent Rental Proration Period, respectively, to Seller; all items of income and expense from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period following prior to the Closing-Date 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 credited payable to and debitedbelong to Seller in all events, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect notwithstanding anything herein to the Property held contrary) will be applied first to amounts currently owed by Seller and which are refundable such Tenant to Sony and Purchaser (ii) rent prepaid by Sony beyond including 34 Delinquent Rentals attributable to the period after the Closing DateTime), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Buyer Seller shall not be entitled to any interest on deposits made institute legal actions to pursue Delinquent Rental after Closing. Any sums collected by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required Purchaser and due Seller will be promptly remitted to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing DateSeller, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable collected by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonydue Purchaser will be promptly remitted to Purchaser. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes All revenues, income, receiv ables, costs, ex▇▇▇▇▇s and assessments, personal property taxes, if any, rental income and all other items payables of income and expense with respect to the Property shall be prorated apportioned equitably between Seller and Buyer the parties as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month a particular month, and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held items enumerated below where a particular manner of apportionment is provided, then apportionment of such item shall be made in such manner. The obligation to make apportionments shall survive Closing. Without limitation, the following items shall be so apportioned: (i) Monthly rents and percentage rent and "passthroughs" of real estate taxes and operating expenses due from occupancy tenants under Tenant Leases, as and when collected. If at Closing there are any past due rents or charges owed by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer occupancy tenants, they shall not be entitled 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 interest Tenant Lease). To the extent Purchaser receives amounts on deposits made by Sony or prepaid rent accrued account of Tenant Leases on or before after the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller such payments shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect applied first toward then current rent owed to the Property (to the extent the same are assignable and assigned to Buyer Purchaser in connection with the sale 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 Propertyright 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). Buyer shall be credited in escrow with With respect to delinquent rents and any leasing commissions, other allowances amounts or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule other rights of prorations to be made on and after the Closing Date pertaining to any kind respecting tenants who are no longer tenants of the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony retain all rights relating thereto. (ii) Real estate and personal property taxes and any sums owing to Sony on account of special assessments, taking into consideration discounts for the incremental difference' between rent due and payable by Sony pursuant to earliest permitted payment, based upon the Sony Lease and rent previously paid by Sony on account of the prior lease in effect latest previous tax levies. Such items shall be reapportioned between Seller and SonyPurchaser if current tax rates differ from the latest previous tax rates as soon as the same are known. Seller agrees that to the extent any additional taxes, assessments or levies are imposed, assessed or levied against the Property, or any portion thereof, the Seller or the Purchaser at any time subsequent to Closing but with reference to any period prior thereto during Seller's ownership thereof, Seller shall promptly pay to Purchaser an amount equal to such additional assessments or levies. Similarly, if tax refunds become payable for periods during Seller's ownership of 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. (diii) On Transferable annual permits, licenses, and/or inspection fees, if any, on the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit basis of the Proposition 13 Provision duration of the Sony Leasesame; (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.

Prorations. (a) Real estate taxes Seller and assessmentsPurchaser agree to adjust, personal property taxesas of 11:59 p.m. on the day preceding the Closing Date (the “Proration Time”), if anythe following (collectively, rental the “Proration Items”): (i) Rentals, in accordance with Section 10.4(b) below and other income from the Property. (ii) Any prepaid rents. (iii) Taxes. (iv) All operating expenses paid by the owner of the Property. Seller will be charged and credited for the amounts of all other items of income and expense with respect the Proration Items relating to the Property 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 prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser prior to the Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller. The proration shall be paid at Closing by Purchaser to Seller (if the prorations result in a net credit to Seller) or by Seller to Purchaser (if the prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the Proration Items are not known as of the Closing Date. Income and expenses for , the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number 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. The provisions of days in this Section 10.4(a) will survive the month and Closing for twelve (12) months. (b) Purchaser will receive a credit on the basis Closing Statement for the prorated amount (as of the accrual method Proration Time) of accounting. All items of income all Rental previously paid to or collected by Seller and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the any period following the Proration Time. After the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required will cause to be paid or turned over to Sony 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, 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 the Tenant under Applicable Law the Leases or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits from other occupants or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale users of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or Rental is “Delinquent” when it was due prior to the Closing Date, and payment thereof has not been made on or before the budgeted amount Proration Time. Purchaser agrees to use commercially reasonable efforts with respect to the collection of any Delinquent Rental, but Purchaser will have no liability for the Sony Work agreed upon between Buyer failure to collect any such amounts and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may will not be required to obtain necessary information 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 proration, tenant work orders and other specific services as described in and governed by immediate cash payment Section 10.4(c) below) will be applied first to current amounts owed by the party yielding a net credit from such prorations from the other party. (c) On or prior Tenant to the Closing Date, Purchaser and then to delinquencies owed by Tenant to Seller. Any sums due Seller will be promptly remitted to Seller. Seller shall pay have no rights after Closing to Sony attempt to collect any sums owing amounts due under the Lease or to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sonyotherwise pursue Tenant. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. The following items relating to the Premises are to be prorated as of the Closing Date, with Seller given credit for and charged for the Closing Date: (a) Real All real estate taxes and assessments, personal property taxes, if any, rental income taxes due and all other items of income and expense with respect to payable for the Property tax year in which the Closing occurs shall be prorated between Seller and Buyer Purchaser as of the Closing Date, and Seller shall pay all back real estate and personal property taxes to and including the Closing Date. (b) All collected rents (not including Prepaid Rents), income and revenues of the Premises; all operating expenses of the Premises; all utility charges; and all assessments or liens for governmental assessments shall be prorated between Seller and Purchaser as of the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce uncollected Rents prior to the Closing Date (the "Delinquent Rents") shall remain Seller's property and shall not be prorated. All Prepaid Rents shall be delivered to Purchaser at Closing without proration. Purchaser agrees to make a schedule good faith effort and attempt, for a period of prorations three (3) months after Closing, to collect Delinquent Rents and to pay such Delinquent Rents to Seller promptly after collection by Purchaser; provided, however, that nothing contained herein shall operate to require Purchaser to institute a lawsuit to recover any such Delinquent Rents or to terminate any Lease. In the event Purchaser is successful in collecting sums from any Residents under the Leases and such sums consist of both Delinquent Rents and current rents, the amount so received by Purchaser shall: (i) first be made on applied to rents and other charges under the Leases attributable to any period after the Closing Date pertaining which are due on the date of receipt; and (ii) then to Delinquent Rents, which amounts, if any, shall be paid to Seller. If the Purchaser incurs collection costs not recovered from a Resident any other sums recovered from the Resident including sums for Delinquent Rents shall be allocated to reimburse such costs on a pro-rata basis. No portion of Delinquent Rents attributable to a particular Resident shall be applied against the rents or Delinquent Rents attributable to another Resident, or to the Property as complete expenses incurred by Purchaser in collecting such rents or Delinquent Rents from such other Resident. Seller shall be entitled to continue to prosecute any and accurate as reasonably possibleall legal actions commenced by Seller prior to the Closing Date against any Resident or Residents owing Delinquent Rents. All prorations which can be liquidated accurately Purchaser agrees that its obligations hereunder with respect to uncollected Rents shall survive Closing of the transactions contemplated under this Agreement for a period of six (6) months after Closing. With respect to operating expenses for salaries and wages of employees, employees' vacation pay, sick leave, employees' bonuses, if any, welfare fund and union dues, if any, federal income tax on employees' wages withheld at the source, federal and/or state payroll taxes, social security taxes and all state, municipal county or reasonably estimated other employee based or related taxes, the proration as of the Closing Date shall be made solely with respect to those employees, if any, whom Purchaser, in escrow on its sole discretion, elects to continue in such employment from and after the Closing Date. All other prorations; provided, however, that in no event shall such employee compensation prorations chargeable to Seller pursuant to this Subsection exceed the amounts for which Seller would have been liable had such employee been terminated as of the Closing Date and adjustments to initial estimated prorations, not re-hired by Purchaser; and there shall be made no proration with respect to any employee not so continued by the parties with due diligence and cooperation within 30 days following Purchaser, such obligation being an operating expense prior to the Closing Date, or such later time as may be required to obtain necessary information for proration, Date and payable by immediate cash payment to the party yielding a net credit from such prorations from the other partySeller. (c) On or prior All of the above-listed items that are required to be prorated as of the Closing DateDate and that are not subject to an exact determination at the time of Closing shall be estimated by the parties. When any item so estimated is capable of exact determination after the Closing, Seller shall pay to Sony any sums owing to Sony on account the party in possession of the incremental difference' between rent due and payable by Sony pursuant facts necessary to make the Sony Lease and rent previously paid by Sony on account determination shall send the other party a detailed statement of the exact determination so made, and the parties shall adjust the prior lease in effect between estimate within ten (10) days after both parties have received said statement. The cash payment due to Seller and Sonyat Closing shall be increased or decreased by proration of the foregoing items, as appropriate. (d) On All Deposits, and any interest thereon that would be owed to any Residents by law or contract if the residency expired without default on the Closing Date, as shown on the updated rent roll to be delivered by Seller to Purchaser at the Closing, shall pay Sony through escrow the amount due be transferred or credited to Sony, as agreed between Seller and SonyPurchaser, in order for Sony full, without proration, on the Closing Date, and Purchaser shall indemnify and hold Seller harmless from any liability with reference thereto accruing from and after the Closing Date. Purchaser agrees to waive hold the benefit security deposits in accordance with the provisions of the Proposition 13 Provision Leases and of applicable law. All Prepaid Rents relating to occupancy after the Closing Date shall be delivered to Purchaser at Closing, without proration. (e) To the extent the same are not the direct responsibility of Residents under Leases, all other income and expenses of the Sony LeasePremises shall be prorated as of the Closing Date.

Prorations. (a) Real estate taxes and assessmentsAt Closing, personal property taxes, if any, rental income and all other the following items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income and expenses for the Property shall be prorated 12:01 a.m. on the basis date of the actual number of days in the month and on the basis of the accrual method of accounting. All Closing with all items of income and expense for the Property attributable being borne by Purchaser from and after (and including) the date of Closing: Tenant Receivables (defined below), and, to the extent not passed through to the Tenants under the Leases, other items, including, without limitation, income and rents that have been collected by Seller as of Closing; fees and assessments; prepaid expenses and obligations under Service Contracts; accrued operating expenses; real and personal ad valorem taxes; and any assessments by private covenant for the then-current calendar year of Closing. Specifically, the following shall apply to such prorations and to post-Closing collections of Tenant Receivables: Rents due from the Tenants under the Leases and operating expenses and/or taxes payable by the Tenants under the Leases (collectively, “Tenant Receivables”) and not collected by Seller as of Closing shall not be prorated between Seller and Purchaser at Closing but shall be apportioned on the basis of the period through for which the same is payable and including if, as and when collected, as follows: (a) Tenant Receivables and other income received from the Tenants under the Leases after Closing shall be applied in the following order of priority: (A) first, to payment of the current Tenant Receivables then due for the month in which the Closing Date occurs, which amount shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon apportioned between Buyer and Seller. (b) Buyer Purchaser and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date as set forth in Section 8.1 hereof (with Seller’s portion thereof to be delivered to Seller); (B) second, to Tenant Receivables first coming due after Closing and applicable to the period of time after Closing, which amount shall be made retained by Purchaser; (C) third, to payment of Tenant Receivables first coming due after Closing but applicable to the period of time before Closing, including, without limitation, the Tenant Receivables described in escrow Section 8.1(b) below (collectively, “Unbilled Tenant Receivables”), which amount shall be delivered to Seller; and (D) thereafter, to delinquent Tenant Receivables which were due and payable as of Closing but not collected by Seller as of Closing (collectively, “Uncollected Delinquent Tenant Receivables”), which amount shall be delivered to Seller. Notwithstanding the foregoing, Seller shall have the right to pursue the collection of Uncollected Delinquent Tenant Receivables for a period of one year after Closing without prejudice to Seller’s rights or Purchaser’s obligations hereunder, provided, however, Seller shall have no right to cause any such Tenant to be evicted or to exercise any other “landlord” remedy (as set forth in Tenant’s Lease) against such tenant other than to ▇▇▇ for collection. Any sums received by Purchaser to which Seller is entitled shall be held in trust for Seller on account of such past due rents payable to Seller, and Purchaser shall remit to Seller any such sums received by Purchaser to which Seller is entitled within ten business days after receipt thereof less reasonable, actual costs and expenses of collection, including reasonable attorneys’ fees, court costs and disbursements, if any. Seller expressly agrees that if Seller receives any amounts after the Closing Date. All other prorationsDate which are attributable, and adjustments in whole or in part, to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to any period after the Closing Date, Seller shall pay remit to Sony Purchaser that portion of the monies so received by Seller to which Purchaser is entitled within ten business days after receipt thereof. With respect to Unbilled Tenant Receivables, Purchaser covenants and agrees to (i) ▇▇▇▇ the same when billable and (ii) cooperate with Seller to determine the correct amount of operating expenses and/or taxes due. The provisions of this Section 8.1(a) shall survive the Closing. (b) Without limiting the generality of the requirements of Section 8.1(a)(C) above, if the final reconciliation or determination of operating expenses and/or taxes due under the Lease shows that a net amount is owed by Seller to Purchaser, said amount shall be paid by Seller to Purchaser within ten business days of such final determination under the Lease. If the final determination of operating expenses and/or taxes due under the Lease shows that a net amount is owed by Purchaser to Seller, Purchaser shall, within ten business days of such final determination, remit said amount to Seller. Purchaser agrees to receive and hold any sums owing to Sony monies received on account of the incremental difference' between rent such past due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease expenses and/or taxes in effect between trust for Seller and Sonyto pay same promptly to Seller as aforesaid. The provisions of this Section 8.1(b) shall survive the Closing. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (aA) Real estate taxes and assessmentsRents, personal property taxesincluding, without limitation, percentage rents, if any, rental income and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such collection occurs prior to, on or after the Closing Date); real property taxes and assessments; water, sewer and utility charges; amounts payable under any service contracts; annual permits and/or inspection fees (calculated on the basis of the period covered); and any other expenses of the operation and maintenance of the Property (including, without limitation, expenses already paid by Seller but which are being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the amount of the unamortized portion thereof), shall all be prorated as of 12:01 a.m. on the date the Deed is recorded, on the basis of a 365-day year. Buyer shall reimburse Seller for the tenant improvement costs, leasing commissions, legal fees and costs and free rent, as provided in Section 7.2. Any sums collected by Buyer from tenants after the Closing shall be deemed to apply to rents and other sums that were delinquent at Closing and shall be promptly paid to Seller, and the remainder shall be retained by Buyer to apply to current obligations. Buyer shall use reasonable efforts to collect such delinquent rents and Buyer shall be entitled to reimbursement for all reasonable actual costs incurred by Buyer in collecting such delinquent rents from the amounts collected therefor by Buyer. Seller retains the rights to collect any such delinquent rents from tenants after Closing. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Security deposits in the form of letters of credit shall either be reissued in the name of Buyer at Closing, or Seller shall assign its rights therein to Buyer at Closing, and will reasonably cooperate with Buyer post Closing, at no expense to Seller, to facilitate the transfer to Buyer. Seller shall use reasonable efforts to cause all security deposits in the form of letters of credit to be amended or reissued in the name of Buyer as soon as possible after the Closing, and Buyer shall cooperate with Seller in such efforts. Upon delivery to Buyer of the reissued or amended letter of credit, Seller's obligations with respect to such letter of credit shall immediately terminate, and, from and after such delivery of the reissued or amended letter of credit, Buyer shall indemnify Seller and hold harmless and defend Seller from and against any and all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of the letter of credit. Seller shall receive credits at Closing for the amount of any utility or other items of income and expense deposits with respect to the Property Property. Seller shall use reasonable efforts to cause all security deposits in the forms of letters of credit or certificates of deposit to be amended or reissued in the name of Buyer as soon as possible after the Closing, and Buyer shall cooperate with Seller in such efforts. It shall be prorated between Seller and Buyer Buyer's responsibility to transfer utility service for the Property as of the Closing Date. Income Buyer agrees to release, indemnify and hold Seller harmless from all claims, liability, costs or expenses arising out of or relating to the utility service for the Property after the Closing Date. Seller shall be prorated on entitled to credit for all deposits made by it with any company providing utility service. The indemnification obligation herein shall survive Closing. Seller reserves all right, title and interest in any refund obtained from any taxing authority as a result of a pending tax appeal made by Seller prior to the basis date of Closing; provided, however, Seller shall remit to Buyer, the actual number proportionate share owed to tenants for amounts in excess of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property amounts previously paid by such tenants attributable to the period through and including of Seller's ownership of the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to BuyerProperty. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony Buyer hereby agree that if any of the aforesaid prorations and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall credits cannot be entitled to any interest calculated accurately on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to then the terms of the Sony Lease. Seller same shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to calculated as soon as reasonably practicable after the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorationsbut no later than March 31, 2001, and adjustments either party owing the other party a sum of money based on such subsequent proration(s) or credits shall promptly pay said sum to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (cB) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account one-half (1/2) of the incremental difference' between rent due and payable by Sony pursuant escrow fee, any county transfer taxes applicable to the Sony Lease sale, and rent previously one-half (1/2) of any other transfer taxes applicable to the sale. Buyer shall pay the costs of obtaining the ALTA title insurance policy, the cost of any endorsements, one-half (1/2) of any transfer taxes applicable to the sale other than county transfer taxes and one-half (1/2) of the escrow fee. Recording charges and any other expenses of the escrow for the sale shall be paid by Sony on account of Buyer and Seller in accordance with customary practice as determined by the prior lease in effect between Seller and SonyTitle Company. (dC) On The provisions of this Section 8.5 shall survive the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony LeaseClosing.

Prorations. (a) Real All rents and other income from the Property, including any initial lump sum or disproportionate payments which shall be allocable over the term of any agreement to which such payments relate, and real estate taxes and assessments, personal property ad valorem taxes, if any, rental income and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of the Closing Date. Income and operating expenses for from the Property shall be prorated on the basis of a 365 day year through the actual number day preceding the day of days Closing. If Closing is extended by mutual agreement, all adjustments shall be made as of the day prior to the extended date. Without limitation upon the foregoing, the following items shall be adjusted 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 Date). In no event shall Contributor be charged with or be responsible for any increase in the month and taxes on the Property resulting from the sale of the Property or from any improvements made or lease entered into on or after the Closing Date. (c) Interest with respect to all indebtedness or liabilities which will be a credit to the Consideration to be paid by OP for the contribution of the Property by Contributor; (d) Transferable annual permits, licenses, and/or inspection fees, if any, on the basis of the accrual method duration of accounting. All items 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 income and expense the charge or premium for the Property attributable to period involved; (h) Tenant improvements costs and leasing commissions for leases signed after the period through and including the Closing Effective Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited paid by OP if approved by OP in escrow accordance with Section 4.3. (i) any portion of deposits made by Sony with respect to All other operating expenses incurred in the Property held by Seller management and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale operation of the Property. No insurance policies shall be assigned hereunder, and accordingly there shall be no proration of insurance premiums. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section 6.2 shall survive Closing. Any prorations of any kind described in this Agreement payable by Contributor to OP shall be treated as a reduction in the amount of the Distribution Loan Proceeds that are distributed to Contributor under Section 1.2(d). Buyer Any such prorations payable by OP to Contributor shall be credited funded by an increase in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to amount of the Closing Date, Distribution Loan and the budgeted amount for the Sony Work agreed upon between Buyer and Sellerproceeds thereof that are distributed to Contributor under Section 1.2(d) of this Agreement. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.

Prorations. (a) Real estate taxes and assessments, personal property taxes, if anycosts and revenues (including rents), rental income monthly assessments by the Association, and all other proratable items of income and expense with respect to the Property shall be prorated between as of the date of Closing. Seller shall pay all applicable sales and/or use tax due on revenues received and purchases made prior to the Closing date and shall comply with all statutory provisions necessary for Purchaser to avoid transferee liability for same. In the event the taxes for the year of Closing are unknown, the tax proration will be based upon the taxes for the prior year and, at the request of either party, the taxes for the year of Closing shall be reprorated and adjusted when the tax ▇▇▇▇ for such year is received and the actual amount of taxes is known. (b) Purchaser will receive a credit at Closing for the prorated amount of all base or fixed rent payable pursuant to the Leases and all additional rents (collectively, “Rent”) previously paid to, or collected by, Seller and Buyer as of attributable to any period following the Closing Date. Income and expenses for the Property shall be prorated on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which Rents are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued on or before the Closing Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or “Delinquent” when they were due prior to the Closing Date, and payment thereof has not been made on or before the budgeted amount 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 Sony Work agreed upon between Buyer 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 initiation of a legal action for collection of Delinquent Rents against a prior tenant of Seller; and Seller’s right to proceed against a former tenant shall be limited to an action for Delinquent Rents and shall not seek to evict any tenant of the Property or to recover possession of an tenant’s space. (bc) Buyer With respect to electricity, telephone, television, water and sewer services that are metered at the Property and other utilities (collectively, “Utilities”), Seller shall cooperate endeavor to produce have the respective companies providing the Utilities read the meters for the Utilities on or immediately prior to the Closing Date a schedule of prorations to Date. Seller shall be made responsible for all charges based on such final meter reading, and after the Closing Date pertaining to the Property Purchaser shall be responsible for all charges thereafter. If such readings are not obtainable, then, until such time as complete and accurate as reasonably possible. All prorations readings are obtained, charges for all Utilities for which can readings were not obtained shall be liquidated accurately or reasonably estimated 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 made in escrow on adjusted and reprorated to reflect the actual per diem rate for the billing period prior to Closing and Seller or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (d) Association charges attributable to the Units shall be current as of the Closing Date. All However, any special assessments, capital or other prorationscontributions 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 adjustments to initial estimated prorationsseawall, shall be made and any other special assessment imposed by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or Association prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously be paid by Sony on account Seller in full at or prior to Closing (irrespective of the prior lease whether Seller previously elected to pay such assessments in effect between Seller and Sonyinstallments). (de) On 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, Seller . The provisions of this Section 14 shall pay Sony through escrow survive the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony LeaseClosing.

Prorations. (a) Real Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the "Closing Time"), the following (collectively, the "Proration Items"): real estate and personal property taxes and assessmentsassessments which are required to be paid for the calendar year in which the Closing occurs, personal property taxesutility bills (except as hereinafter provided), if any, rental income and all other items of income and expense with respect collected Rentals (subject to the Property terms of (c) below) and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and 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 prorated between set forth on a preliminary closing statement to be prepared by Seller and Buyer submitted to Purchaser for Purchaser's approval (which approval shall not be unreasonably withheld, delayed or conditioned) five (5) days prior to the Closing Date (the "Closing Statement"). The Closing Statement, once agreed upon, shall be signed by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary proration adjustment at Closing subject to the final cash settlement provided for below. The preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary prorations result in a net credit to Seller) or by Seller to Purchaser (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. Income and expenses for Time, the Property shall prorations will be prorated made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual number figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of days in the month Operating Expense Recoveries), and on the basis Seller's insurance policies will not be assigned to Purchaser. Final readings and final billings for utilities will be made if possible as of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including Closing Time, ▇▇ ▇▇▇ch event no proration will be made at the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to utility bills (except to the Property held extent covered by the proration of Operating Expense Recoveries). Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not will be entitled to any interest on all deposits presently in effect with the utility providers, and Purchaser will be obligated to make its own arrangements for deposits with the utility providers. A final reconciliation of Proration Items shall be made by Sony or prepaid rent accrued on or before Purchaser and Seller within thirty (30) days after the final reconciliation with the Tenants is completed for calendar year 2006 in accordance with the Tenant Leases (the "Final Reconciliation Date"). The provisions of this Section 10.4 will survive the Closing for one (1) month after the Final Reconciliation Date, except for any interest required to be paid to Sony under Applicable Law or pursuant to the terms of the Sony Lease. Seller shall be credited in escrow with any refundable deposits or bonds held by any utility, governmental agency or service contractor with respect to the Property (to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer and Seller. (b) Buyer and Seller shall cooperate to produce prior to Purchaser will receive a credit on the Closing Date a schedule of prorations to be made on and after Statement for the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated prorated amount (as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, Time) of all Rentals previously paid to and adjustments collected by Seller and attributable to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days any period following the Closing DateTime. After the Closing, Seller will cause to be paid or such later time as may be required turned over to obtain necessary information for prorationPurchaser all Rentals or refunds of taxes, if any, received by immediate cash payment Seller after Closing and properly attributable to the party yielding a net credit from such prorations from the other party. (c) On or prior to any period following the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.Time. "Rentals" as

Prorations. (a) 6.7.1. Real estate taxes and assessments, personal property taxes, if anyassessments, rental income rents, security deposits expenses and all other prorateable items shall be prorated through Escrow between Buyer and Seller as of income Close of Escrow. Rents, security deposits and expense expenses shall be approved by Buyer prior to Close of Escrow. Any delinquent rents collected by Buyer shall be paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be delinquent for their current rent or become financially unstable. Tax and assessment prorations shall be based on the latest available tax ▇▇▇▇. If, after Close of Escrow, 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 recipient shall promptly deliver a copy of such tax ▇▇▇▇ to the other party, and 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 such tax ▇▇▇▇, prorated as of Close of Escrow. Any reserves maintained by Seller with the Lender in connection with the Loan that have not been and are not subject to being called upon by the Lender either shall be refunded to the Seller by the Lender or credited to the Seller at the Closing. 6.7.2. All leasing commissions owing and tenant improvements to be made with respect to the Property in connection with transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller shall indemnify, defend and hold Buyer harmless from and against all leasing commission claims brought against Buyer or the Property 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 and Buyer as their respective periods of ownership bear to the primary term of the Closing Datenew Lease, renewal or expansion. 6.7.3. Income Seller agrees to indemnify, defend and expenses for 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 Property shall be prorated terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on the basis of the actual number of days in the month and on the basis of the accrual method of accounting. All items of income and expense for the Property attributable to the period through and including the Closing Date shall be credited and debited, respectively, to Seller; all items of income and expense attributable to the period following the Closing-Date shall be credited and debited, respectively, to Buyer. Buyer shall be credited in escrow with (i) any portion of deposits made by Sony with respect to the Property held by Seller and which are refundable to Sony and (ii) rent prepaid by Sony beyond the Closing Date. Buyer shall not be entitled to any interest on deposits made by Sony or prepaid rent accrued events occurring on or before the date of Closing Date, except for and which are in any interest required to be paid to Sony under Applicable Law or pursuant way related to the terms 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 the Sony Lease. Seller shall be credited in escrow with any refundable deposits kind or bonds held nature, including court costs and reasonable attorneys' fees, brought by any utility, governmental agency or service contractor with respect third parties and based on events occurring subsequent to the Property (date of Closing and which are in any way related to the extent the same are assignable and assigned to Buyer in connection with the sale of the Property). Buyer shall be credited in escrow with any leasing commissions, other allowances or leasing costs (collectively, "Leasing Costs") attributable to the Sony Lease which Seller has not paid on or prior to the Closing Date, and the budgeted amount for the Sony Work agreed upon between Buyer all expenses related thereto, including, but not limited to, court costs and Sellerattorneys' fees. (b) Buyer and Seller shall cooperate to produce prior to the Closing Date a schedule of prorations to be made on and after the Closing Date pertaining to the Property as complete and accurate as reasonably possible. All prorations which can be liquidated accurately or reasonably estimated as of the Closing Date shall be made in escrow on the Closing Date. All other prorations, and adjustments to initial estimated prorations, shall be made by the parties with due diligence and cooperation within 30 days following the Closing Date, or such later time as may be required to obtain necessary information for proration, by immediate cash payment to the party yielding a net credit from such prorations from the other party. (c) On or prior to the Closing Date, Seller shall pay to Sony any sums owing to Sony on account of the incremental difference' between rent due and payable by Sony pursuant to the Sony Lease and rent previously paid by Sony on account of the prior lease in effect between Seller and Sony. (d) On the Closing Date, Seller shall pay Sony through escrow the amount due to Sony, as agreed between Seller and Sony, in order for Sony to waive the benefit of the Proposition 13 Provision of the Sony Lease.