Common use of Prorations Clause in Contracts

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water All normal and other utility charges; fuels; prepaid operating expenses; real and customarily proratable items relating to the Purchased Assets, including, without limitation, Real Property Taxes, personal property taxes taxes, utility bills, alarm and security bills, ground lease rent and tower lease rent (collectively, the "Closing Date Prorations") shall be prorated on a "net" basis (i.e. adjusted for all tenantsas of such assets' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the respective Closing Date, less any Seller being charged and credited for all of the same up to such date ("Seller's Closing Date Prorations") and Purchaser being charged and credited for all of the same on and after such date ("Purchaser's Closing Date Prorations"). All earn▇▇▇ ▇▇▇ey deposits held by Seller under Tower Leases for which Purchaser assumes liability under a Tower Lease Assignment and Assumption Agreement shall be credited in favor of Purchaser against the Purchase Price. The Pre-Paid Expenses shall be credited in favor of Seller against the Purchase Price in the aggregate amount previously paid by thereof. Within ninety (90) days after each Closing Date, the tenants; unpaid operating expenses for the period prior to Seller will prepare and notify Purchaser of the Closing Date prorated on a "net" basis, as set forth above; and all other items Prorations applicable to such Closing Date. If Purchaser disagrees with Seller's calculation of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date Prorations, Purchaser will notify Seller within five (5) business days after receipt of the calculation. If the parties cannot resolve a disagreement as to such calculation within three (3) business days thereafter, they shall promptly submit the disagreement to an arbitrator mutually selected by the parties (the "Proration DateArbitrator"). Seller shall be entitled , whose decision with respect to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the such Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall Prorations (which decision must be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within rendered within ten (10) business days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous monthafter submission) will be final and binding. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the and Seller will each pay one-year anniversary half of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery expenses of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedArbitrator. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and other utility chargesassumed by Purchaser and credited to Purchaser at Closing); fuels; prepaid operating expenses; management fees in the amount of 6% of prorated rents credited to Purchaser; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, Date less any amount previously paid by the tenants; unpaid operating expenses for the period prior tenants shall be credited to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 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 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 the most recent ascertainable data. The Purchaser shall assume Seller's obligations under the Seller's existing real estate tax consulting agreements with respect to the Properties, i.e., those agreements which Seller has entered into with firms who are entitled to a commission based on services rendered and the extent to which they are able to achieve a reduction in the real estate taxes otherwise payable with respect to the Properties. The fees or commissions payable to said consultants (if any) shall be treated as a portion of the real estate tax liability to be pro-rated as of the Closing Date. All costs associated with telephone directory listings and any other prepaid advertisements shall be prorated as of the Closing Date so that Seller shall be responsible for any costs associated therewith prior to the Closing Date and Purchaser shall be responsible for any costs associated therewith arising from and after the Closing Date. All prorations described in this Agreement (except prorations for real and personal property taxes which shall be deemed final as prorated on the Closing Date) shall be subject to post-closing adjustments as necessary to reflect later relevant information not available at the Closing and to correct any errors made at the Closing with respect to such prorations; provided, however, that such prorations shall be deemed final and not subject to further post-closing adjustments at 5:00 PM Chicago time on the day which is thirty (30) days following Closing, at which time all prorations shall be deemed final and not subject to further post-closing adjustment. The provisions of the preceding sentence shall survive the Closing. 13.2. Rents which are delinquent as of the Closing Date shall not be prorated. Instead, to the extent that Purchaser is able to collect said delinquencies, the Purchaser shall be entitled to receive such delinquent rent attributable to a tenant's occupancy of a portion of the Real Property for any period prior to the date of Closing, free from any claim thereon by the Seller. Seller may use whatever lawful means are available to Seller to collect any delinquencies up to and until the day prior to the Closing Date, provided that Seller shall not agree to reduce rents for any period of time after Closing in order to induce any tenants to pay delinquent rents. Seller shall not have the right subsequent to Closing to seek (by legal action or otherwise) the collection of any rents delinquent for any period prior to Closing unless the tenant has vacated the premises under the pertinent Lease before the Closing Date and said Lease is not assigned to the Purchaser. Furthermore, the Seller shall not have the right to retain any portion of any security deposit held by Seller (if any) with respect to any Lease which will remain effective subsequent to Closing, even though the tenant is delinquent in paying rent as of the Closing Date. 13.3. To the extent it is reasonably possible for the Seller to do so, the Seller shall grant (or shall arrange for the owner thereof to grant) to Purchaser at Closing a temporary license and right to use the logos currently used by the Property which are the property of an Affiliate of Seller, in place advertising, telephone directory listings and advertisements, and telephone numbers, at each of the Properties pursuant to the following terms and conditions: (a) The temporary license granted by this paragraph shall commence on the Closing Date and shall expire on the day which is one hundred eighty ("Proration 180) days subsequent to the date when the public telephone directory pertaining to each Property is published subsequent to the Closing Date"). During such period, Purchaser shall have the right to use the existing logos, in place advertising, telephone directory listings and advertisements, and telephone numbers, with respect to each Property without additional compensation to the Seller except as set forth in Paragraph 13.1 herein. Purchaser shall not use the existing logos or trade name on stationery, business cards, contracts or other documents, and shall not use the existing trade name in responding to oral inquiries regarding the Properties except to identify a Property as formerly owned by the Seller. (b) The Seller stipulates that there is full and adequate consideration for the license herein granted. (c) Purchaser shall make arrangements with the pertinent telephone companies so that all existing telephone directory listings and advertisements and signs can be replaced in due course and within the license period specified above. In the event that the publication close date for any publication in which Seller currently has a telephone directory listing and/or advertisement occurs after the date hereof but before the Closing Date, Purchaser shall have the right to place a listing and/or advertisement in such publication at Purchaser's sole cost and expense. Such listing and/or advertisement may list the Purchaser's name and telephone number. Seller may also place a listing and/or advertisement in such publication, and in the event that Seller decides to place such a listing and/or advertisement, Seller shall be entitled to a pro-rata credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant such portion of the Property who is indebted under a Lease for basic rent for any period prior cost of such listing and/or advertisement attributable to the Proration Date in an amount greater than period after Closing. (d) In the amount event any third party (such as telephone company or billboard company) makes a separate charge for the use of all current basic rent owed by said tenant such listings or advertising subsequent to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, then Purchaser shall be responsible to pay same subsequent to the Closing Date (but no such payment shall accrue to the benefit of the Seller or constitute a credit against a debt otherwise owed by the Seller to said third party). (iie) such time as all such indebtedness is paid Purchaser's temporary license set forth in fullthis paragraph shall expire on the date(s) set forth above. Within ten (10) days following If Purchaser continues to use the end name currently being used by the Property subsequent to the expiration date of each calendar monththis temporary license set forth above, then Purchaser shall be liable for and shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense owner of said rights a license fee equal to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days One Hundred Dollars ($100.00) for each day after the one-year anniversary 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 Closing Date, upon the written request of Seller, Purchaser shall deliver state where such Property is located to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver prevent such unauthorized use or to Seller recover any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddamages authorized by such laws. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water All items of income and other utility charges; fuels; prepaid operating expenses; real expense shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the "Proration Date) in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of all rents received by Seller and personal property taxes attributable to any period following the Closing Date and (ii) all unapplied cash rent and pet security deposits held by Seller and which were made by tenants under all leases of the Real Property in effect as of the Closing Date. No credit shall be given to Purchaser for any non-refundable cleaning fee deposits. 5.2 All rents for the month of Closing shall be prorated between Purchaser and Seller based upon their respective days of ownership for such month in which the Closing occurs. Neither Purchaser nor Seller shall receive credit at Closing for any payments due but not received as of the Proration Date. 5.3 Any rentals received from tenants after Closing shall be applied on a "net" tenant by tenant basis in the following order: (i.e. adjusted A) first on account of any amount currently due Purchaser from such tenant(s); (B) next, on account of any amount due Seller from such tenant(s) for all tenants' liabilitiesthe period up to and including the Proration Date and (C) finally, if anyany balance then remaining to Purchaser. Seller retains the right to pursue its remedies against tenants after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such delinquent rents have not been collected by Purchaser and paid to Seller within three (3) months after the Closing Date. 5.4 Operating expenses shall be prorated between Purchaser and Seller based upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates. 5.5 Real estate taxes shall be prorated between Seller and Purchaser based upon the actual days of ownership of the parties for such items); operating expenses paid tax year, provided, however, Purchaser shall be solely responsible for any increase in real estate taxes (retroactive or otherwise) by reason of the sale of the Property. Seller which are reimbursable by reserves the tenants right (a) to meet with governmental officials and to contest any reassessment governing or affecting Seller's obligations under this Section, and (b) to contest any assessment of the Property or any portion thereof and to attempt to obtain a refund for the any taxes previously paid. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date, less any amount previously . 5.6 Utilities not directly metered and paid by tenants shall be prorated as of the tenants; unpaid operating expenses for Proration Date based upon either meter readings on the period Proration Date or the prior to month's actual invoices. Seller shall be credited with any unapplied utility deposit in effect as of the Closing Date prorated on a "net" basis, as set forth above; to the extent such deposit is assignable. 5.7 All insurance policies and all other items of expense property management and income leasing agreements shall be adjusted ratably terminated as of 12:01 a.m. on the Closing Date ("and there shall be no proration with respect to these items. 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 upon estimates or prove to be incorrect, then either party shall be entitled to an adjustment to correct the same, provided that it makes written demand on the party from whom it is entitled to such adjustment within one hundred and twenty days after the end of the current calendar year subject to those matters relating to the BMR Units, as described below. Notwithstanding the foregoing, to the extent possible, the parties shall attempt to reprorate any items not finalized as of the Closing Date within sixty (60) days after the Closing Date. Purchaser further acknowledges that Seller shall be entitled to a receive the tax credit payments due Seller with respect to the so-called below market rent units ("BMR Units") for all transferable utility deposits transferred hereunderthe period up to and including the Proration Date. Such tax payments may not be received in full until February, if any1997 (with respect to the period from July 1, 1995 through June 30, 1996), which entire payment is Seller's property, and all other utility depositsuntil February, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior 1998 (with respect to the Proration Date period from July 1, 1996 through June 30, 1997) which payment shall be apportioned between the parties as of Closing. If Purchaser receives any payment (in an amount greater than the amount of all current basic rent owed by said tenant to whole or in part)which is Seller's property as set forth above, Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) be holding such time as all such indebtedness is paid funds in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to trust for Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing immediately remit same to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; (i) The parties hereto agree that all real and property Taxes, personal property taxes prorated Taxes and similar ad valorem obligations that are levied with respect to the Purchased Assets or the Everest Plus Business for assessment periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between the Sellers and Purchaser as of the Closing Date based on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for the number of days in any such items); operating expenses paid by Seller which are reimbursable by the tenants for the period falling prior to the Closing Date, less any amount previously paid by on the tenants; unpaid operating expenses one hand, and on or after the Closing Date, on the other hand (it being understood that Purchaser is responsible for the period portion of each such Apportioned Obligation attributable to the number of days on or after the Closing Date in the relevant assessment period). Each party shall pay directly or, if necessary, reimburse the other party, with the respect to its apportionment of the Apportioned Obligations. Each party hereto shall cooperate in assuring that Apportioned Obligations the payment of which is due prior to the Closing Date prorated are billed directly to and paid by the Sellers, and that Apportioned Obligations the payment of which is due on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on or after the Closing Date ("Proration Date"). Seller shall be entitled billed directly to and paid by Purchaser. The parties hereto shall cooperate, including with respect to any examination or audit by Taxing Authorities, to avoid payment of duplicate or inappropriate Taxes or other ad valorem obligations of any kind or description that relate to the Purchased Assets or the Everest Plus Business. Purchaser shall furnish, at the request of Sellers, and Sellers shall furnish, at the request of Purchaser, proof of payment of any such Taxes or ad valorem obligations or other documentation that is a credit prerequisite to avoiding payment of a duplicate or inappropriate Tax or other ad valorem obligations. (ii) In the event that any refund, rebate or similar payment is received by Purchaser or the Sellers for any real property Taxes, personal property Taxes or similar ad valorem obligations that are Apportioned Obligations, the parties agree that such payment will be apportioned between the Sellers and Purchaser and paid over between the Sellers and Purchaser on the basis of their respective corresponding liability for such Apportioned Obligations during the assessment period. (iii) In the event that it is determined subsequent to the Closing Date that additional real property Taxes, personal property Taxes or similar ad valorem obligations that are Apportioned Obligations are required to be paid, the parties agree that such additional Taxes will be apportioned between the Sellers and Purchaser and paid over by the Sellers and Purchaser on the basis of their respective corresponding liability for such Apportioned Obligations during the assessment period. (iv) Except as otherwise provided in this Agreement, as between the Sellers and Purchaser: (i) the Sellers shall be responsible for and shall pay all transferable utility deposits transferred hereunderTaxes levied or imposed upon, or in connection with, the Purchased Assets and the Everest Plus Business for taxable periods (or portions thereof) ending prior to the Closing Date; (ii) Purchaser shall be responsible for and shall pay all Taxes levied or imposed upon, or in connection with, the Purchased Assets and the Everest Plus Business for taxable periods (or portions thereof) beginning on or after the Closing Date; and (iii) the Sellers and Purchaser will each be responsible for and shall pay their own income and franchise Taxes, if any, and all other utility depositsarising from the Transactions. Any exemptions, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in allowances or deductions that are calculated on an amount greater than the amount of all current basic rent owed by said tenant to Purchaser annual basis shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected prorated in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant manner provided for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedApportioned Obligations. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water All items of income and other utility charges; fuels; prepaid operating expenses; real and personal property taxes expense shall be paid, prorated or adjusted as of the close of business on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period day prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on (the Closing Date ("Proration Date"). Seller ) in the manner hereinafter set forth: 5.1 Purchaser shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than credited with (i) the amount of all current basic rent owed rents received by said tenant Seller and attributable to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after period commencing on the Closing Date, or (ii) such time all unapplied refundable cash security deposits held by Seller and which were made by tenants under all Leases in effect as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request and (iii) all prepaid security deposits for Leases whose terms have not commenced as of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. 5.2 All collected rents for the month of Closing shall be prorated between Purchaser and Seller based upon their respective days of ownership for such month in which the Closing occurs. Upon the delivery Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Post-Closing Receipts reconciliation, Proration Date. 5.3 Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed covenants to ▇▇▇ler ▇ tenants on a monthly basis for amounts due from tenants attributable to periods prior to Closing for a period of three (3) consecutive months but shall have no obligation to enforce collection of any such past due amounts from or against any tenant. 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 then due and payable or past-due and payable to Purchaser from such tenant, (ii) next, on account of any amount due Seller from such tenant for the period up to and including the Proration Date and (iii) finally, any balance then remaining to Purchaser. Seller retains the right to pursue its remedies against tenants after Closing for any period prior delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such amounts have not been collected by Purchaser and paid to Seller within three (3) months after such amounts were due and payable to Seller. Any money due to Seller under Section 5.2 or this Section 5.3 shall be remitted to Seller within fifteen (15) days after the Proration Date. This Paragraph 15.2 end of this Agreement each month in which Purchaser receives such money. 5.4 Operating expenses, including, without limitation, any prepaid expenses such as permits, licenses and membership dues, shall survive be prorated between Purchaser and Seller based upon the Closing and the delivery and recording actual days of their respective ownership of the DeedProperty utilizing the actual expenses or reasonable estimates. 15.3 Seller covenants 5.5 Real estate taxes shall be prorated on a cash basis, meaning that the real estate tax bills actually paid or to operate, maintain and manage the Property be paid in the same manner that it has managed, maintained and operated the Property during the period year of Seller's ownership, subject to reasonable wear and tear and casualty.Closing shall be apportioned based on the

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated (a) To the extent that any member of the GM Group makes any payment relating to the Seating Business prior to, on or following the Closing Date with respect to any item listed in sub-paragraph (b) below relating to periods following the Closing Date, Purchaser shall reimburse GM on a "net" basis per diem basis, and (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by b) To the tenants for extent Purchaser or any member of the period Purchaser Group makes any payment relating to the Seating Business following the Closing Date with respect to any item listed below relating to periods on or prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses GM shall reimburse Purchaser on a per diem basis, in each case for the period prior following: (i) water, wastewater treatment, sewer charges and other similar types of charges with respect to the Seating Business; (ii) electric, fuel, gas, telephone and other utility charges; (iii) payroll expenses (excluding, except as otherwise provided in the Transfer Agreements, vacation pay) and other employee-related payments (of whatsoever kind) or assessments, other than as expressly provided in the Transfer Agreement relating to the sale of the German Business, and installments on special benefit assessments, provided that such items will be prorated for periods after the Closing Date prorated on a "net" basisonly with respect to employees of GM engaged in the US Business and Overseas Employees; (iv) reimbursable employee business expenses; (v) rentals and other charges under the Real Property Leases and other leases to be transferred to or assumed by the Purchaser or the relevant member of the Purchaser Group pursuant to this Agreement or the Transfer Agreements; and (vi) payments and charges due pursuant to any Contract other than pursuant to collective bargaining agreements, Employee Benefit Plans, and employee payroll-related items except as set forth above; in Section 2.6.1.(b)(iii), Permit, commitment or other binding arrangement to which GM or any member of the GM Group is a party or is obligated and which are being assumed by the Purchaser or any member of the Purchaser Group pursuant to this Agreement. In connection with the foregoing, at the Closing, GM shall deliver to Purchaser a list of all other items of expense outstanding bills and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if anyinvoices for, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of electric, fuel, gas, and other utility charges due within thirty (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (1030) days following the end of each calendar monthClosing, Purchaser shall where the failure to pay to Seller Postsuch amounts within such 30-Closing Receipts collected day period will result in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary termination of the Closing Daterelevant contract or in interest, upon the written request penalties and/or late charges in excess of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedUS $5,000 individually. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; prepaid operating expenses; Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Closing Time”), the following (collectively, the “Proration Items”): real estate and personal property taxes and assessments for 2015 (irrespective of when such taxes and assessments are due and payable), utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property, including expenses under the Property Agreements, and such other items of income and expense as are customarily prorated in sales transactions involving other properties which are similar to 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 set forth on a "net" preliminary closing statement to be prepared by Seller and submitted, together with such backup and supporting documentation as Purchaser may reasonably request (including, without limitation, a general ledger and accounts receivable report) 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 Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (i.e. adjusted 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 billings ▇▇▇ ▇▇▇lities 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 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 tax bills for the 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 Proration Date, and in the event any items subject to proration hereunder are discovered prior to the Final Proration Date, the same shall be promptly prorated by the parties in accordance with the terms of this Section 10.4. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all tenants' liabilitiesRentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, for such items); operating expenses paid 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, escalation rentals (which include Tenant’s and Breaktime Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the Tenant Lease and the Breaktime Lease, to the extent the same exceeds any expense stop specified in Tenant Lease or the Breaktime 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 and the Breaktime Lease or from other occupants or users of the Property, excluding specific tenant billings ▇▇▇▇▇ ▇re governed by Section 10.4(d). Rentals are reimbursable “Delinquent” if they were due prior to the Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of six (6) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenant or the tenants for Breaktime Tenant. With respect to any Delinquent Rentals received by Purchaser prior to the Final Proration Date (the “Delinquent Rental Proration Period”), Purchaser shall pay to Seller any rent or payment actually collected during the Delinquent Rental Proration Period properly attributable to the period prior to the Closing DateTime. All sums collected by Purchaser during the Delinquent Rental Proration Period, less any amount previously paid by from Tenant and the tenants; unpaid operating expenses Breaktime Tenant (excluding (i) Tenant and Breaktime Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Date prorated on a "net" basisTime governed by Section 10.4(e) below and (ii) tenant specific billings ▇▇▇ ▇▇▇ant work orders and other specific services as described in and governed by Section 10.4(d) below, as set forth above; and all other items of expense and income which shall be adjusted ratably as of 12:01 a.m. on payable to and belong to Seller in all events) will be applied first to amounts currently owed by Tenant and Breaktime Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Date ("Proration Date"Time), then any collection costs of Purchaser related to Tenant and Breaktime Tenant, and then to prior delinquencies owed by Tenant and Breaktime Tenant to Seller. Seller shall not be entitled to a credit for all transferable utility deposits transferred hereunder, if any, institute legal actions to pursue Delinquent Rentals after Closing. Any sums collected by Purchaser and all other utility deposits, if any, may due Seller will be withdrawn by held in trust and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing promptly remitted to Seller, and any sums collected by Seller and due Purchaser shall pay will be held in trust and promptly remitted to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); refundable security, pet and other deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid on-site operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are not due until after the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten thirty (1030) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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 ReceiptsReceipts and, if the additional funds owing to Seller exceed $1,000 the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior and similar items shall be credited to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth aboveSeller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser and Assessments payable in installments which are attributable to a credit for all transferable utility deposits transferred hereunderthe period of time prior to Closing shall be paid by Seller. If the amount of any of the items to be prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in Receipt to Seller, subject to proration for the previous monthmonth of Closing. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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. PurchaserSeller will pay the cost of performing Seller's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Dateaudit. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 4.2.1 No later than five (5) Business Days prior to the Scheduled Closing Date, Sellers shall prepare a closing statement (the “Closing Statement”) of the prorations required by this Agreement. The following items are to be prorated, it being understood that for the purposes of prorations, Sellers shall be deemed to be the owners of the Assets prior to but not including the Closing Date and other utility charges; fuels; prepaid operating expenses; real Purchaser shall be deemed to be the owner of the Assets on and following the Closing Date: 4.2.1.1 Real estate and personal property taxes prorated on a "net" basis (i.e. adjusted and assessments, in each case, with Sellers responsible for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior taxes attributable to the Closing Date, less any amount previously paid by portion of the tenants; unpaid operating expenses for the period current tax year which is prior to the Closing Date prorated on a "net" basis, as set forth above; and for all other items prior years and Purchaser responsible for taxes attributable to the remainder of expense the current tax year and income for all future years (which prorations shall be adjusted ratably calculated on the basis of the most recent available ▇▇▇▇ if the current ▇▇▇▇ is not available); 4.2.1.2 All rents and other payments under the Leases, including but not limited to monthly rents, fixed periodic payments, additional rent payments, utility charges, rent escalations, operating expenses, tax and insurances charges payable by Tenant, cost-of-living adjustments and other forms of rent (collectively, “Rent”); provided that no proration shall be made of any Rent which is overdue as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller until such Rent or other revenue item is actually received, at which time it shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, prorated and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until or the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to applicable Seller in accordance with the terms hereofof this Agreement. To the extent Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from receives Rents on or after the Closing Date. , such payments shall be applied: (i) first toward the payment in full of any Rents due to Seller shall retain solely for Rents that were, on the right Closing Date both (a) due and payable to sue Seller with respect to any tenant for rent owed Property, and (b) less than thirty (30) days delinquent, (ii) second, toward the payment in full of all Rents and other amounts due to Purchaser, with respect to any Property, with respect to periods after Closing, and (iii) thereafter, the balance applied to delinquent Rents or other amounts due to Sellers with respect to periods before Closing; 4.2.1.3 Water, electric, telephone and all other utility and fuel charges (on the basis of the number of days in each applicable ▇▇▇ler ▇ occurring prior to, and on or after, the Closing Date) and fuel on hand (at cost plus sales tax); provided, however, that any deposits with utility companies shall remain the property of Sellers and shall not be prorated or credited. Notwithstanding the foregoing, at Purchaser’s sole option, Purchaser may elect to assume any deposits with utilities companies in which event Sellers shall receive a credit for such deposits at Closing (to be paid to one or more Sellers in accordance with written instructions from Sellers); 4.2.1.4 Amounts due and payable by Sellers under the Assumed Service Contracts and any period prior unamortized portion of any lump sum or up-front payments paid by Sellers under Assumed Service Contracts; 4.2.1.5 Fees, costs and expenses payable to the Proration Date. This Paragraph 15.2 Additional Estoppel Parties; and 4.2.1.6 Rents and other periodic charges under Ground Leases. 4.2.2 Except with respect to: (i) general real estate and personal property taxes (which shall be reprorated as soon as practicable and in any event no later than three (3) Business Days after the issuance of the actual bills) and (ii) reconciliations for common area maintenance and similar charges pursuant to Leases (which shall be reprorated on or before April 30, 2015), any proration in the Closing Statement prepared pursuant to Section 4.2.1 shall (i) be paid on the Closing Date pursuant to Section 2.1.2 and (ii) be reprorated and finally adjusted on February 27, 2015 (or the earliest date subsequent to which any dispute is resolved pursuant to the provisions of this Agreement Section 4.2.2); otherwise, all prorations shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownershipbe final, subject to reasonable wear and tear and casualtythe provisions governing the payment of delinquent Rent under Section 4.2.1.

Prorations. 15.1 Water 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. Hotel Revenues. Except as set forth below, Seller shall be entitled to all hotel room, food service, bar, beverage and liquor revenues and charges and all revenues and charges from hotel room operations, restaurant operations, hotel banquet and conference facility operations, and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by revenue of any kind attributable to the tenants same for the period prior to 12:01 a.m. on the Closing Date. Purchaser shall be entitled to all hotel room, food service, bar, beverage and liquor revenues and charges and all revenues and charges from restaurant operations, hotel banquet and conference facility operations, and all other revenue of any kind attributable to any of the same for the period on and after 12:01 a.m. on the Closing Date. Notwithstanding the foregoing, Purchaser shall be entitled to one-half (1/2) of the revenue from hotel rooms at the Project for the night preceding the Closing. Purchaser shall not give Seller a credit at Closing for any accounts receivable in connection with the Project as of Closing; but Purchaser shall use reasonable efforts to collect such accounts receivable and shall remit them to Seller within fifteen (15) days of collection, less all reasonable costs of collection; provided, however, any collection of account receivables shall be applied to those accounts designated by the payor, and, if there is no such designation, first to undisputed accounts receivable accruing prior to Closing but less than ninety (90) days old and then to undisputed accounts receivable accruing after Closing and lastly to undisputed accounts receivable accruing prior to Closing which are more than ninety (90) days old. Seller shall deliver to Purchaser or provide Purchaser a credit against the Purchase Price for the Project in an amount equal to all guest reservation deposits held by the hotel for hotel guests arriving or staying after check out time for the Project on the Closing Date. If any account receivable accruing prior to the Closing is not paid within forty-five (45) days of the due date, Seller may elect to pursue the party obligated on the account receivable; and Purchaser shall cooperate in such pursuit provided Purchaser shall not be obligated to become a party to any lawsuit and provided Purchaser shall not incur any expense as a result thereof 2. Rents payable under Tenant Leases. Any portion of any Rents collected subsequent to the Closing Date and properly allocable to periods prior to the Closing Date, less net of Purchaser's costs of collection, if any, shall be paid, promptly after receipt, to the Seller, but subject to all of the provisions of this Section hereof; and any portion thereof properly allocable to periods subsequent to the Closing Date, if any, shall be paid to Purchaser. Any amount previously collected from a tenant shall first be applied to such tenant's current monthly rental and then to past due amounts in the reverse order in which they were due. Any advance rental payments or deposits paid by the tenants; unpaid operating expenses for the period tenants prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items applicable to the period of expense and income shall be adjusted ratably as of 12:01 a.m. on time subsequent to the Closing Date ("Proration Date"). Seller and any security deposits or other amounts paid by tenants, together with any interest on both thereof to the extent such interest is due to tenants, shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant credited to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after on the Closing Date. Upon No credit shall be given the delivery of the PostSeller for accrued and unpaid Rent or any other non-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller current sums due from tenants until said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedsums are paid. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The following shall be prorated between Seller and Purchaser as of the Cut-Off Time: (i) All real estate taxes, water or sewer charges and general or special assessments on the Real Property, or any other utility charges; fuels; prepaid operating expenses; real 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 personal property taxes prorated on a "net" basis (i.e. adjusted assessed value of the Property. Seller shall be responsible for all tenants' liabilities, if any, such taxes that are allocable to any period prior to the Closing Date and Purchaser shall be responsible for all such items); operating expenses paid by Seller which are reimbursable by taxes allocable to any period from and after the tenants for Closing Date. If any taxes or assessments relating to the period prior to the Closing Dateare paid in installments, less then Seller shall pay on or before the Closing Date any amount previously paid by the tenants; unpaid operating expenses for the remaining installments with respect to such taxes or assessments that are allocable to any period prior to the Closing Date prorated on 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 "net" basisrequest 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, 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 above; 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 items than letters of expense credit and income shall be adjusted ratably guarantees). Rents (including operating expense, tax and insurance charges payable by tenants) which are delinquent as of 12:01 a.m. the Closing Date shall not be prorated on the Closing Date and all rights thereto shall be retained by Seller, who reserves the right ("Proration Date"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 entitled 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 transferable utility deposits transferred hereunderamounts Purchaser retains pursuant to this Section 8.4(b)(iv) less any amounts held in the Reserve established pursuant to the Management Agreement, if any, it being agreed and all other utility understood that Purchaser shall receive the rights to such Reserve without cost to it. (v) Advance deposits, if any, may under the Bookings and all tour and travel agent commissions paid for guest completing their stays prior to Closing shall be withdrawn retained by and refunded 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 hotel room accommodation at the Hotel provided in such Gift Certificate that is not redeemed as of the Closing and 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 effective as of the Cut-Off Time utilizing an estimate of such charges reasonably approved by both Purchaser and Seller based on prior utility bills, unless Seller elects to close its own applicable account as of the Cut-Off Time, in which event Purchaser shall open its own account as of the Closing Date and the respective charges shall not be prorated, and, if Seller does not close its own applicable account, any deposits or credits with respect to the foregoing services will be credited to Seller. 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) 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 its own replacement deposits for utilities 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 by under this Agreement. Prior to Closing, representatives of Purchaser and Seller shall jointly prepare a statement (the respective utilities involved. Assessments“Preliminary Closing Statement”) based upon such preliminary inventories, excluding regular ad valorem real estate taxesaudits and examinations which will show the net amount due to Seller or Purchaser as the result thereof, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an and that net amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall will be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Dateadded to, or (ii) such time as all such indebtedness is paid in fulldeducted from, the Purchase Price. Within ten sixty (1060) days following the end Closing, representatives of each calendar monthPurchaser and Seller shall prepare a revised statement (the “Final Closing Statement”, Purchaser shall pay and together with the Preliminary Closing Statement, collectively, the “Closing Statements”) setting forth the final determination of all items to Seller Post-Closing Receipts collected be included in the previous month. Purchaser Closing Statements, and any necessary payment shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 be made within thirty (30) days after the one-year anniversary 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 Closing Date, upon unavailability of information shall be tentatively prorated on the written request basis of Seller, Purchaser shall deliver to Seller a reconciliation statement of Postthe best data then available and re-Closing Receipts through prorated when the first year after information is available but in no event later than twelve (12) months following the Closing Date. Upon The provisions of this Section 8.4 (subject to the delivery provisions of Section 8.4(b)(i)) shall survive the Closing for a period of twelve (12) months and shall not be deemed merged into any instrument of conveyance delivered at the Closing. Purchaser and Seller acknowledge and agree that, except as otherwise expressly provided herein, the purpose and intent of the Postprovisions set forth in this Section 8.4 and elsewhere in this Agreement as to prorations and apportionments is that Seller shall bear all expenses of the ownership and operation of the Property (for which buyers and sellers of hotels in Orange County, California would customarily prorate or apportion) and shall receive all income therefrom accruing through the Cut-Closing Receipts reconciliation, Off Time and Purchaser shall deliver 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 Seller any Post-Closing Receipts owing the Hotel in this Section 8.4 shall be prepared, to Seller the extent applicable and not previously delivered to Seller otherwise expressly provided herein, in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy current edition of the Post-Closing Receipts reconciliation statement and upon the verification Uniform System of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant Accounts for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedHotels. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. All Rents (exclusive of delinquent rents, but including prepaid rents), expenses, taxes, water and other utility charges; fuels; prepaid operating expenses; real sewer rents, or similar charges of fees, are to be adjusted as of midnight of the day of Closing. Real and personal property taxes, general and special, are to be adjusted according to the certificate of taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable issued by the tenants for taxing authority, and Purchaser shall assume charges therefor accruing from and after Closing. 12.2. All contracts and agreements relative to the period prior operation, servicing and/or maintenance of the Property to be assigned to Purchaser or terminated (to the extent the term extends beyond the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income ) shall be adjusted ratably between the parties as of 12:01 a.m. on midnight of the day of Closing. 12.3. Purchaser shall have no obligation to collect any past-due rents except that Purchaser shall use commercially reasonable efforts to collect delinquent rents and promptly reimburse Seller for such past-due rents when, as and if collected,net of costs of collection. Monies received from delinquent tenants after Closing by Purchaser shall be applied as follows: (1) first, pro rata to Purchaser and Seller for the month the Closing Date takes place; ("Proration Date"). Seller shall be entitled 2) second, to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the equal to all rentals due from such tenants accruing after Closing; (3) third, to costs of collection; and (4) fourth, to Seller in an amount of all current basic rent equal to any remaining unpaid rental arrearages owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay tenants to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary as of the Closing Date. 12.4. At Closing, upon the written request of Seller, Purchaser Seller shall deliver to Seller Purchaser, or make appropriate adjustments for, all tenant security deposits and the like, together with statutory or contractual interest owed to tenants, together with a reconciliation detailed statement of Post-Closing Receipts through the first year after security deposits and all such accrued interest held for the Closing Date. Upon the delivery account of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereofeach tenant. Purchaser shall provide receipt for the same and shall indemnify, defend and save Seller with harmless from and against any information reasonably necessary claims relating 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. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year application or holding of such deposits and interest, which Seller has delivered or for which an adjustment has been made at Closing,from the Closing Dateand after Closing. Seller shall retain the right indemnify, defend and save Purchaser harmless from and against any claims relating to sue any tenant for rent owed to ▇▇▇ler for any period Seller's application or holding of such deposits and interest prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) All expenses and income arising from the Property shall be prorated at Closing. Seller shall pay all taxes, assessments, utilities and other utility charges; fuels; 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 operating expenses; real rents, security deposits, and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid triple net charges collected by Seller which are reimbursable shall be retained by Seller and a credit of even amount shall be provided to Buyer. The parties agree to use good faith in negotiating the tenants 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 period Property or portions thereof shall be prorated as of the Closing Date, except that no proration shall be made for Rents delinquent as of 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 applied as follows: (i) first, to the calendar month in which payment is made; (ii) second, to any 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 use reasonable efforts for three (3) months after the Closing Date to assist Seller with the collection of any Delinquent Rents that accrued prior to 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, less Seller shall have the right to commence and pursue litigation against any amount previously paid tenant to collect any Delinquent Rents, provided, that Seller may not seek as a remedy in any such litigation the termination of any Leases or the dispossession of any tenant. Seller agrees to forward any Rents received by the tenants; unpaid operating expenses for the period prior to it after the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit Buyer for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller application in accordance with the terms provisions hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; prepaid operating expenses; 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 prorated and assessments normally billed and collected in the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below), operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed), and Pre-Closing Taxes (other than those described above) for the current Tax period or that are not yet delinquent. 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 "net" preliminary closing statement to be prepared by Seller and 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 Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (i.e. adjusted except to the extent covered by the proration of Operating Expense Recoveries), and Seller’s and the Owners’ insurance policies will not be assigned to Purchaser. Final readings and final ▇▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Time, in which event no proration will be made at the Closing with respect to utility bills (except to the extent covered by the proration of Operating Expense Recoveries). Seller will be entitled to all tenants' liabilitiesdeposits 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 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 promptly prorated by the parties in accordance with the terms of this Section 10.4. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, for such items); operating expenses paid received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to the landlord under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are reimbursable governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the tenants Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. For a period of six (6) months after Closing, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will not be required to expend any funds or incur any monetary obligations with respect to such efforts, and shall have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller 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 period prior to the Closing DateTime. All sums collected by Purchaser during the Delinquent Rental Proration Period, less any amount previously paid by the tenants; unpaid operating expenses from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Date prorated on a "net" basisTime and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, as set forth above; and all other items of expense and income which shall be adjusted ratably as of 12:01 a.m. on payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Date ("Proration Date"Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be entitled to a credit for all transferable utility deposits transferred hereunderinstitute legal actions to pursue Delinquent Rental after Closing, if any, and all other utility deposits, if any, may but in no event shall Seller be withdrawn by and refunded permitted to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by institute eviction proceedings against any tenant Tenant or to levy against or seize any personal property of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, Tenant located on or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous monthReal Property or to garnish or attach any rentals due under any Tenant Lease. Any sums collected by Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to and due Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing will be promptly remitted to Seller, and any sums collected by Seller and due Purchaser shall pay will be promptly remitted to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees if and to the extent payable to the existing property manager for rent received and prorated for the month of Closing; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. For a credit for period of 120 days following the Closing, all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder, but in no event shall Purchaser be required to initiate legal proceedings to collect such amounts. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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 SellerSeller in an amount greater than $5,000.00, Purchaser shall pay to Seller said additional Post-Closing ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The following items shall be apportioned by the parties as of the Closing: (a) Rents and other utility chargesreceivables under the Lease (collectively, “Rents”) shall be accounted for as follows: (i) Rents due and payable in the month of the Closing shall be prorated between Buyer and Seller on the basis that Seller has collected all current Rents; (ii) Buyer shall be entitled to all Rents and other receivables accruing after the Closing; (iii) Rents and other charges which at Closing are thirty (30) or more days past due (“Delinquent Rents”) shall not be prorated. After the Closing, any action taken by Seller against Tenant related to Delinquent Rents shall be a personal action against Tenant and shall not affect the Lease or Buyer’s or Tenant’s rights thereunder. For a period of thirty (30) days after the Closing, Buyer shall use reasonable efforts to collect Delinquent Rents, but such undertaking shall not be deemed to obligate Buyer to extend any funds or institute any legal proceedings of any kind. Rents and other amounts received by Buyer within thirty (30) days after Closing from a tenant owing Delinquent Rent shall be applied (A) first, to all of Buyer’s costs of collection incurred with respect to such tenant (including, without limitation, attorneys’ fees), (B) second, to rents due for the month in which such payment is received by Buyer, (C) third, to rents attributable to any period after the Closing which are past due on the date of receipt, and (D) then, to Delinquent Rents. Seller shall promptly remit to Buyer all sums received by Seller from Tenant after Closing other than for rents for which Buyer received credit hereunder; (iv) Reserved; fuels; prepaid operating expenses; and (v) Buyer shall be credited and Seller shall be charged with any security deposits or advance rentals in the nature of security deposits made by Tenant under the Lease. (b) Seller shall pay all charges for deliveries made, insurance provided and services rendered to the Property up to the Closing. Any items on order but undelivered as of the Closing will be reviewed and accepted or cancelled as desired by Buyer without cost to Buyer. (c) To the extent not paid by Tenant, real and personal property taxes prorated on a "net" basis (i.e. adjusted with respect to the Land and Improvements based upon the latest available tax information such that Seller shall be responsible for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by taxes levied against the tenants for Property to and including the period day prior to the Closing Date(including, less without limitation, any amount previously paid by supplemental taxes levied against the tenants; unpaid Property and assessed after the Closing for any periods prior to the Closing) and Buyer shall be responsible for all taxes and assessments levied against the Property after the day prior to the Closing. In the event Seller receives any payment from Tenants for any taxes, Seller shall credit Buyer for all such amounts received. In the event the actual real property taxes differ from the latest available information used to prorate such amounts, Buyer and Seller shall re-prorate such amounts promptly upon receipt of information regarding such actual amounts. (d) To the extent Tenant is not required to pay for such items under the Lease, utilities, services and operating expenses with respect to the Land and the Improvements based upon the latest available information, such that Seller shall be responsible for all such costs and expenses to and including the period day prior to the Closing Date and Buyer shall be responsible for all such costs and expenses (except any management, service, maintenance or leasing fees and expenses pursuant to contracts not previously approved by Buyer during the Inspection Period) after the day prior to the Closing. Seller shall endeavor to have all meters read for all utilities servicing the Property including, without limitation, water, sewer, gas and electricity, for the period to and including the day prior to the Closing and shall pay all bills rendered on the basis of such readings. If, on the Closing, Seller is unable to have any utility meters read, Buyer and Seller shall estimate the amount of such bills based on the immediately preceding utility bills, and such amount shall be credited to Buyer at the Closing. Premiums for casualty and liability insurance shall not be prorated on a "net" basis, as Buyer will be obtaining its own such insurance upon the Closing. 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. If any estimations are made at the Closing regarding adjustments or prorations (including, without limitation, with respect to utility charges, operating costs and all other items of expense expenses and income supplemental tax bills relating to the Property), the parties shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior in cash to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in fullparty entitled thereto promptly upon demand. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 The foregoing provisions of this Agreement paragraph shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) The following items shall be prorated between Seller and Purchaser as of 11:59 p.m. on the date immediately preceding the Closing Date; prorations credited to Purchaser shall reduce the Purchase Price and prorations credited to Seller shall increase the Purchase Price at Closing as follows: (i) city, state, and county ad valorem taxes for the year in which the Closing occurs based on the ad valorem tax bills for the Purchased Property, if then available for such year, or if not, then on the basis of the ad valorem tax b▇▇▇ for the Purchased Property for the immediately preceding year. (If such proration is based on an ad valorem tax b▇▇▇ for the immediately preceding year and should such proration prove to be inaccurate on receipt of the ad valorem tax b▇▇▇ for the Purchased Property for the year of Closing, then either Seller or Purchaser, as applicable, may demand at any time after Closing a payment from the other party in an amount sufficient to correct such malapportionment); (ii) sanitary sewer taxes and utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any; provided, however, that Purchaser may elect, prior to Closing, to require that the meters for all utility charges be read and terminated as of the end of the last business day preceding the Closing Date, in which case Seller shall be responsible for and shall pay for all such items); operating expenses paid by Seller which are reimbursable by the tenants for charges first accruing or relating to the period prior to the Closing Date; (iii) all payment obligations under the Assumed Contracts and Leases; and (iv) resident rents and other revenues (including Prepaids and Deposits, less if any). Purchaser and Seller shall prepare a proposed schedule (the “Proration Schedule”) not later than two (2) business days prior to Closing, including the items listed above and any amount previously paid by other items the tenants; unpaid operating parties determine necessary. Such Proration Schedule shall include all applicable income and expenses for with regard to the Purchased Property. Seller and Purchaser will use all reasonable efforts to finalize and agree upon the Proration Schedule at least two (2) business days prior to Closing. (b) Seller shall receive all income from the Purchased Property attributable to the period prior to the Closing Proration Date prorated (as defined below) and shall, unless otherwise provided for in this Agreement, be responsible for all expenses of the Purchased Property attributable to the period prior to 11:59 P.M. on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the date immediately preceding the Closing Date ("the “Proration Date"”). Seller shall be entitled to In the event Purchaser receives any payment from a credit resident for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent due for any period prior to the Proration Date in an amount greater than the amount or payment of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request any other receivable of Seller, Purchaser shall deliver forward such payment to Seller Seller. Payments received from a reconciliation statement of Post-Closing Receipts through resident shall be allocated first to any current balances due from such resident. (c) Purchaser shall receive all income from the first year Purchased Property attributable to the period from and after the Closing Date. Upon the delivery Proration Date and shall, except as otherwise provided for in this Agreement, be responsible for all expenses of the Post-Closing Receipts reconciliation, Purchaser shall deliver Purchased Property attributable to Seller any Post-Closing Receipts owing to Seller the period from and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to after the Proration Date. In the event Seller or Seller’s affiliates receive any payment from a resident for rent due for any period from and after the Proration Date, Seller shall forward such payment to Purchaser. (d) The parties agree that any amounts that may become due under this Section 3.4 shall be paid at Closing as can best be determined. A post-Closing reconciliation of prorated items shall be made by the parties within ninety (90) days after the Closing Date and any amounts due at that time shall be promptly forwarded to the respective party to whom such amounts are due in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 3.4 which cannot be determined within ninety (90) days after the Closing Date (such as, for example, fiscal year-end real estate taxes) shall be reconciled as soon thereafter as such amounts can be determined. Purchaser and Seller agree that each shall have the right to audit the records of the other in connection with any such post-Closing reconciliation. Any payments made pursuant to this Section 3.4 shall be treated as a purchase price adjustment for income tax purposes. (e) Purchaser shall receive a credit towards the Purchase Price for the Accrued Employee Vacation and any other obligations as otherwise expressly agreed by Purchaser and Seller. (f) This Paragraph 15.2 of this Agreement Section 3.4 shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the for a period of Seller's ownership, subject to reasonable wear and tear and casualtyone (1) year following the Closing Date.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid associations dues, refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); interest on and any fees including, without limitation, credit enhancement, issuer or trustee fees respecting the Bonds; water and other utility charges, if any; fuels; prepaid reasonable and customary operating expenses; real and personal property taxes prorated taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period day prior to the Closing Date, less and credited against the balance of the cash due at Closing. To the extent any amount previously paid by escrows or bond repayment deposits for taxes and insurance established in connection with the tenants; unpaid operating expenses for Bonds or Existing Bond and Mortgage Documents are not refunded to Seller at Closing, the period prior proceeds in said escrows shall be assigned to Purchaser and the amounts thereof shall be a credit to Seller at the Closing. Assessments payable in installments which are due subsequent to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as paid by Purchaser. If the amount of 12:01 a.m. any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the Closing Date (basis of the most recent ascertainable data. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below and except for real estate taxes which will be reprorated upon receipt of actual bills. If any unit has remained vacant for more than 9 days without being made "Proration Daterent ready"), Seller will give Purchaser a credit of $250 for such unit for cleaning, painting touch-up, carpet shampoo and minor appliance repair. If such a unit requires carpet replacement or other renovation not covered by the preceding sentence, Purchaser and Seller shall be entitled will agree on the amount of the credit to Purchaser. If Seller receives a credit for all transferable a utility deposits transferred hereunderdeposit, if any, and all other utility deposits, if any, may be withdrawn Seller shall execute an assignment thereof substantially in the form attached as Exhibit N. 12.2. All monies received after Closing by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by from any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to the Proration Closing Date in an amount greater than the amount of all current basic will first be applied to rent owed by said tenant or other charges currently due to Purchaser under the applicable lease. Any balance remaining after the application of such monies to current rent shall be deemed a "Post-Closing Receipt" until ", but only to the earlier to occur of (i) one year after the Closing Date, or (ii) extent such time as all such pre-closing indebtedness is has not been paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; prepaid operating expenses; 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 prorated and assessments which are required to be paid during the calendar year in which the Closing occurs (on a "net" cash basis so that such proration pursuant to this Section 10.4(a) shall be with respect to the taxes payable in the year in which the Closing occurs and not the taxes which are attributable to such year but payable the following year), utility bills (i.e. adjusted except as hereinafter provided), collected Rentals (subject to the terms of (c) below), and operating expenses payable by the owner of the Property. Seller will be charged and credited for the amounts of all of the Proration Items relating to the period up to and including the Closing Time, and Purchaser will be charged and credited for all tenants' liabilities, if any, for such items); operating expenses paid 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 are reimbursable by the tenants for the period prior to the Closing Dateapproval shall not be unreasonably withheld, less any amount previously paid by the tenants; unpaid operating expenses for the period delayed or conditioned) prior to the Closing Date prorated on a "net" basis(the “Closing Statement”). The Closing Statement, as set forth above; and all other items of expense and income once agreed upon, shall be adjusted ratably 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 12:01 a.m. the Closing Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, or if errors in prorations are discovered, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (except to the extent covered by the proration of Operating Expenses). Final readings and final b▇▇▇▇▇▇▇ for utilities will be made if possible as of the Closing Date Time, in which event no proration will be made at the Closing with respect to utility bills ("Proration Date"except to the extent covered by the proration of Operating Expenses). Seller shall will be entitled to a credit for all transferable deposits presently in effect with the utility deposits transferred hereunder, if anyproviders, and all other utility deposits, if any, may Purchaser will be withdrawn by and refunded obligated to Seller and Purchaser shall make its own replacement arrangements for deposits for utilities as may be required by with the respective utilities involvedutility providers. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant A final reconciliation of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser Items shall be deemed a "Post-Closing Receipt" until the earlier to occur of made by Purchaser and Seller within fifteen (i15) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year first anniversary of the Closing Date. (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, upon Seller will cause to be paid or turned over to Purchaser all Rentals, if any, received by Seller after Closing for distribution pursuant to this Section. “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 written request of Sellerapplicable Tenant Lease, Purchaser shall deliver 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 a reconciliation statement or its successor by Tenants under the Tenant Leases or from other occupants or users of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.the

Prorations. 15.1 Water All items of income and expense 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 utility charges; fuels; prepaid operating expenses; real reimbursements from tenants ("TENANT CONTRIBUTIONS") received by Seller, Owner or Prior Owner and personal property taxes 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 on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, between Purchaser and Seller based upon their respective days of ownership of the Membership Interest for such items); operating 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 which are reimbursable by 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, less 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 Membership Interest utilizing the actual expenses or reasonable estimates. 5.6 Real estate taxes shall be prorated between Seller and 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 previously 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 tenants; unpaid operating expenses 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 prorated 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 "net" basisresult 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; provided, however, Purchaser shall pay the Loan Payoff Fees 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 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 above; in the immediately preceding sentence and the covenants contained in this Section 5 shall survive Closing. Purchaser and Seller hereby agree to reprorate all other items of 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 adjusted ratably paid in the same manner as they would have been paid as provided herein had the final amounts been known as of 12:01 a.m. on the Closing Date. 5.12 Seller shall cause to be prepared and timely filed, at Seller's cost and expense, a stub-period tax return for Owner for the period from the date of the formation of Owner through the Closing Date ("Proration Date"i.e., through the date on which there is a termination for tax purposes of Owner by reason of Purchaser's purchase of the Partnership Interest). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser Such tax return shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant election under 754 of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedInternal Revenue Code. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water A. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; 1995 (if not paid) and 1996 real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date. Assessments of record payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if anythe adjustments thereof shall be on the basis of the most recent ascertainable data. The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, and all other utility deposits, if any, may be withdrawn by and refunded except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable indelinquent rent referred to in Paragraph 12B below. 15.2 B. All basic rent sums paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent lease for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all then current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. For a period of sixty days following Closing, Purchaser shall use its reasonable, good faith efforts, send monthly collection notices to tenants residing at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute the Property owing Post-Closing Receipts hereunderReceipts. Within 30 90 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 60 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide At Seller's expense, Seller with any information reasonably necessary 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. Purchaser's obligations Seller shall deliver to attempt Purchaser any sums received by Seller after the Closing Date which relate to collect Post- Closing Receipts shall expire one year from the period of time prior to the Closing Date, along with an accounting identifying any such sums. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12B of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 6.6.1 Except as provided in this Section 6.6.1, real property taxes and other utility charges; fuels; prepaid operating expenses; real and assessments, personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any), for such items); rent (which term, as used in this Agreement, includes, without limitation, operating expenses paid and common area maintenance charges, insurance, utilities, real estate tax and other assessment reimbursements, and parking fees) for the month in which Closing occurs and any rent prepaid under any Lease, and all other items of income and expense with respect to the Property, shall be prorated between Seller and Buyer through the Closing Date, based upon a rent roll delivered by Seller which are reimbursable by to Buyer and the tenants for the period Title Company prior to the Closing Date, less any amount previously paid . In the event Buyer has the right to be reimbursed by the tenants; unpaid operating expenses tenants of the Property for real property taxes or other items customarily prorated upon sale and Seller has not previously collected monthly estimates for such amounts, then such items shall not be prorated at Closing. In addition to the Purchase Price, Buyer shall pay Seller an amount equal to any refundable deposits and/or bonds held by any utility, governmental agency or service contractor with respect to the Property, provided that such utility, agency or contractor is obligated to refund the deposit to Buyer, rather than to Seller, following the Closing. Any rent collected by Buyer after the Closing Date shall be applied first to pay any rent then due and owing for the calendar month in which the Closing occurs, next, to any period prior subsequent to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded then to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic pay any rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent owing for any period prior to the Proration month of the Closing. Buyer shall remit such amounts due Seller to Seller immediately upon receipt. Except as specified above, if either Buyer or Seller receives any revenues attributable to the period during which it is not the owner of the Property, said party shall promptly forward such amounts to the other party (if such revenues are only partially attributable to the period during which said party is not the owner of the Property, the amount paid to the other party shall be based upon proration as of the Closing Date as set forth above). Buyer shall use reasonable efforts, at no expense to Buyer, to collect and assist Seller in an amount greater collecting any revenue which is owed to Seller as of the Closing Date or which comes due thereafter. Seller shall have the right to ▇▇▇ or otherwise attempt to collect the same from any such tenant (which right shall survive the Closing), and Buyer agrees to cooperate with Seller in connection with such efforts by Seller. Buyer’s obligations under this Section 6.6.1 shall survive the Closing and shall bind its successors in interest. 6.6.2 Buyer and Seller shall cooperate to produce on or before the Closing Date a schedule of prorations which is as complete and accurate as reasonably possible. All prorations which can be reasonably estimated as of the Closing Date shall be made on the Closing Date. All other prorations and any adjustments to initial estimated prorations shall be made by Buyer and Seller within sixty (60) days following the Closing Date or such later time as may be required, but not later than December 31, 2010, in the exercise of due diligence, to obtain the necessary information for proration. Any net credit due one party from the other as a result of such post-closing prorations and adjustments shall be paid to the other in cash immediately upon the parties’ written agreement to a final schedule of post-closing adjustments and prorations. 6.6.3 Real estate taxes and personal property taxes on the Property shall be prorated based upon the payment period (i.e., calendar or other tax fiscal year) to which same are attributable with maximum discount taken, regardless of whether or not any such taxes are then due and payable or are a lien. Seller shall pay at or prior to Closing (or Buyer shall receive credit for) any unpaid taxes attributable to periods prior to the date of Closing (whether or not then due and payable or a lien as aforesaid). Seller shall receive credit for any previously paid or prepaid taxes attributable to periods from and after the date of Closing. In the event that as of the date of Closing the actual tax bills for the tax year or years in question are not available and the amount of taxes to be prorated as aforesaid cannot be ascertained, then rates, millages and assessed valuation of the previous year, taking into account all current basic rent owed by said tenant to Purchaser applicable discounts for early payment, shall be deemed used for purposes of the proration at Closing. If the proration at Closing is based on the taxes for the previous year as described above, the parties agree to re-prorate the applicable real estate taxes and personal property taxes for the year of Closing based on the actual real estate taxes and personal property taxes (with maximum discount) once the bills are available. 6.6.4 Certified liens levied by any governmental authority against the Property as of the Closing Date shall be paid by the Seller. Pending liens as of the Closing Date shall be assumed by the Buyer; provided, however, that if the improvement for which any such pending lien was levied was substantially completed as of the Closing Date, such pending lien shall be treated as a "Postcertified lien and paid by Seller. Notwithstanding the foregoing, if any assessment or lien is payable under the real estate tax ▇▇▇▇(s) for the Property on an installment payment basis, the parties agree that Seller shall be responsible for payment of those installments which accrue prior to the year of Closing, Buyer shall be responsible for payment of those installments which accrue subsequent to the year of Closing, and the parties shall prorate the installment which is due for the year of the Closing. 6.6.5 Notwithstanding the terms of Section 6.6.1, common area maintenance expenses and charges under the Leases for the year of Closing, if any, shall be prorated as set forth in this Section 6.5. Seller shall be responsible for all common area maintenance expenses and charges incurred prior to Closing, and Buyer shall be responsible for the same subsequent to Closing. All common area maintenance expense payments made by each tenant and such charges paid under its Lease for the entire lease year during which the Closing occurs, including end-of-year adjustments, if any, shall be prorated between Seller and Buyer in the following manner: Not later than sixty (60) days after Closing, Seller shall deliver to Buyer, with regard to each tenant required to pay common area maintenance expenses and charges (“CAM Charges”) under its Lease, a detailed computation showing all CAM Charge expenses incurred by Seller for the period from January 1 of the year of Closing Receipt" until through the earlier Closing Date, any CAM payments received by Seller relating to occur of such tenant, and, as applicable, either (i) one year after a ▇▇▇▇ for the tenant’s prorata share of CAM Charges (i.e., for CAM charges through the Closing DateDate net of any such CAM payment received by Seller), together with all invoices and other evidence documenting such CAM Charges in detail required by such tenant’s Lease, or (ii) a statement setting forth any amounts owed to the tenant for such time as all period with a payment equal to such indebtedness is paid in full. Within ten amount to be provided by Seller to Buyer not later than thirty (1030) days thereafter (the “Overpayment Amount”). Buyer shall, on or before March 31 of the year immediately following the end Closing, incorporate any bills delivered by Seller into a single post-closing (as and when appropriate for annual reconciliation or other billing of each calendar monthCAM Charges for any tenant) ▇▇▇▇ for CAM Charges to such tenant, Purchaser in which event such single ▇▇▇▇, as and when paid, shall pay to be apportioned between Seller Postand Buyer based on the ratio of pre- and post-Closing Receipts collected CAM expenses (taking into account any CAM payments retained by Seller at Closing). Upon Buyer’s receipt of any Overpayment Amount from Seller, Buyer shall promptly turn over the same to the tenant(s) entitled to such Overpayment Amount. Notwithstanding anything to the contrary set forth herein, Buyer agrees that (a) for the period from the date of Closing until the second (2nd) anniversary thereof, the rents payable under any renewal or extension of any Leases existing as of the Closing, which is not pursuant to an express renewal or extension right in the previous month. Purchaser Lease, shall use its reasonablebe at the then fair market value rent, good faith effortsand any increases in base/minimum annual rent shall not increase by more than three and one-half percent (3.50%) in any year (the “3.5% Cap”), unless Buyer can demonstrate to Seller, in Seller’s reasonable discretion, that such 3.50% Cap on annual increases is below the then fair market rent for the applicable leased space; provided, however, that the 3.5% Cap will not apply with respect to rent concessions as an inducement to entering into the renewal or extension of such Lease or rent which specifically represents amortization of a tenant improvement allowance under the renewal or extension of such Lease; and (b) in no event will the costs of repair and maintenance of those items listed on Schedule 6.6.5 be passed on or passed through to tenants under any Leases or New Leases (as defined below), and the respective Ground Leases shall provide for the applicable ground lessee thereunder to perform such repair and maintenance, as applicable, at no additional the sole cost and expense of such ground lessee. 6.6.6 Buyer will receive at Closing a credit against the Purchase Price equal to all security deposits actually held by Seller under the Leases. 6.6.7 For any new leases or expense extensions or amendments to Purchaserany existing Leases or any Lease which is extended pursuant to any exercise by the tenant of an option in such Lease after September 30, 2009 (each of the foregoing being referred to as a “New Lease”), including, without limitation, those New Leases described on Schedule 6.6.7, at Closing Buyer shall reimburse Seller, in cash, for (1) all tenant improvement costs and expenses incurred by Seller for repairs, improvements, equipment, painting, decorating, partitioning, carpeting, and other work performed in the tenant’s space to satisfy a tenant’s requirements with respect to or in connection with any New Lease including, without limitation, any reimbursements paid to the tenant in connection with any such work performed by the tenant (collectively, the “TI Expenditures”), to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary extent that such TI Expenditures have been paid by Seller as of the Closing Datedate of Closing, upon and (2) all leasing costs and expenses, including, without limitation, leasing or brokerage commissions payable to any person or entity, incurred by Seller in connection with a New Lease (collectively, the written request of Seller“Leasing Expenditures”), Purchaser shall deliver to the extent such Leasing Expenditures have been paid by Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery as of the Post-date of Closing. With respect to Leasing Expenditures and TI Expenditures, Buyer shall assume liability for the same at Closing Receipts reconciliationand shall indemnify the Released Parties (as defined herein) from and against any claims made in connection with Leasing Expenditures and TI Expenditures. Notwithstanding the foregoing, Purchaser shall deliver Seller agrees that Buyer will be entitled to Seller any Post-a credit at Closing Receipts owing to Seller against the Leasing Expenditures and not previously delivered TI Expenditures due from Buyer to Seller in accordance with an amount equal to the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify applicable Leasing Expenditure or TI Expenditure, multiplied by a fraction, the accuracy numerator of which is the number of months under the applicable lease for the period from the date of the Post-Closing Receipts reconciliation statement commencement of the term of such New Lease or the date of the commencement of the extension or amendment of such Lease (if an existing Lease) until the date of Closing, and upon the verification denominator of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from which is the Closing Date. Seller shall retain total number of months in the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 term of such New Lease or extension or amendment of an existing Lease. 6.6.8 The provisions of this Agreement Section 6.6 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses, such as trash removal, heating, ventilation and air conditioning service and maintenance contracts; real and personal property taxes taxes; and other similar items shall be adjusted ratably as of 11:59 p.m. on the Closing Date, and credited or debited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data, other than real estate taxes, which shall be prorated on the basis of 105% of the aggregate 1995 real estate taxes. Additionally, Purchaser shall receive a credit of $35,000.00 as "netrent concessions" basis (i.e. adjusted for all tenants' liabilitiesat Closing. All prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 12.2. If, if anyas of the Closing Date, for such items); operating expenses paid by Seller which are reimbursable by the tenants any rent is in arrears for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to calendar month when the Closing Date prorated on a "net" basisoccurs, as set forth above; and all other items of expense and income then the first rent collected by Purchaser shall be adjusted ratably as of 12:01 a.m. applied to current rents and then towards subsequent delinquent rent. If on the Closing Date ("Proration Date")rent is in arrears only for the calendar month when the Closing occurs, then the first rent collected by Purchaser shall be apportioned between Seller and Purchaser. Any amounts due to Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn paid by and refunded Purchaser to Seller and within 10 days of receipt of such amounts. Any amounts collected by Purchaser shall make its own replacement deposits for utilities pursuant to this Paragraph are hereinafter collectively referred to as may be required by the respective utilities involved"Post Closing Receipts". Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year Within 120 days after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water All items of income and other utility charges; fuels; prepaid operating expenses; real and personal property taxes expense shall be paid, prorated or adjusted as of the close of business on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period day prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on (the Closing Date ("Proration Date")) in the manner hereinafter set forth: 1. Seller Purchaser shall be entitled to a credit for credited with (i) the amount of (A) all transferable utility deposits transferred hereunderrents and (B) all expense contributions, if anyreal estate tax contributions, and all other utility deposits, if any, may be withdrawn reimbursements from tenants ("Tenant Contributions") received by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following attributable to any month commencing after the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or and (ii) such time all unapplied cash security deposits held by Seller and which were made by tenants under all leases of the Real Property in effect as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date. 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 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 each of the final calculations and collections from tenants of Tenant Contributions for 1998, upon whether in the written request nature of Seller, Purchaser shall deliver to Seller a reconciliation statement 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 Post-Closing Receipts through a per diem method of allocation, but shall instead be apportioned between Seller and Purchaser on the first year after the Closing Date. Upon the delivery basis of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to relative share of actual expenses in question incurred by Seller and not previously delivered Purchaser during the lease year in question. Seller covenants to Seller in accordance with the terms hereof. provide Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, finalize such calculation. Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed covenants to ▇▇▇ler ▇ tenants for any period amounts due from tenants attributable to periods prior to the Proration Date. This Paragraph 15.2 of this Agreement Closing (including, without limitation, 1997 Tenant Contributions due from Tenants based on reconciliation calculations furnished to Purchaser by Seller) and diligently pursue collections from tenants and, as collected, to timely deliver to Seller amounts due Seller, provided, however, Purchaser shall survive the Closing and the delivery and recording of the Deednot be required to ▇▇▇ any tenant for amounts due from such tenant. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 6%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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 ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); prepaid association dues, if any; refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the day preceding Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid on and following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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 ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Collected Rents and any other amounts (including, without limitation, payment of base rent, ground rent, parking income and reimbursements of Property operating costs) paid by tenants applicable to the month in which the Date of Closing occurs or prepaid by tenants for months after the month in which the Date of Closing occurs shall be prorated as of the Date of Closing and be adjusted against the Purchase Price on the basis of a schedule (the “Rent Schedule”) which shall be prepared by Seller and delivered to Purchaser two (2) business days prior to Closing. The Rent Schedule shall set forth (i) rents and other utility charges; fuels; prepaid operating expenses; real amounts payable applicable to the month in which the Date of Closing occurs, (ii) rents and personal property taxes prorated on other amounts collected by Seller applicable to the month in which the Date of Closing occurs, and (iii) rents and other amounts due but uncollected and applicable to the month in which the Date of Closing occurs, (the latter unpaid obligations being referred to herein as the “Current Delinquencies”), as well as rental and other payment delinquencies (excluding those applicable to the month in which the Date of Closing occurs) which are owed to Seller but uncollected as of the Date of Closing (“Delinquencies”). Purchaser shall receive a "net" basis (i.e. adjusted credit against the Purchase Price for all tenants' liabilitiesany cash security and other deposits with respect to the Leases, if anywhich deposits are held by Seller and have not been applied or forfeited as of Date of Closing. Such cash deposits will be kept by Seller. In the event that any security deposits are in the form of letters of credit or other financial instruments, Seller will, at Closing, assign its interest in such letters of credit or financial instruments to Purchaser, and, following Closing, Seller will cooperate with Purchaser, at no cost to Seller, in order to cause Purchaser to be named as beneficiary under such letters of credit and other financial instruments to be assigned to Purchaser, and Purchaser shall not receive a credit against the Purchase Price for such items); security deposits. 4.4.1. Vault charges, property taxes, sewer charges, utility charges and operating expenses actually paid or payable by Seller as of the Date of Closing, and which are reimbursable have not been reimbursed to Seller by tenants, shall be prorated as of the tenants Date of Closing and adjusted against the Purchase Price, provided that within ninety (90) days after the Closing, Purchaser and Seller shall make a further adjustment for the period such charges which may have accrued or been incurred prior to the Date of Closing, but not collected or paid at that date. In addition, (i) within thirty (30) days following the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled cause the Manager to a credit complete the tenant expense reconciliations for all transferable utility deposits transferred hereunder2014 and deliver the reconciliation statement to Purchaser, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within to the extent the reconciliation statement shows a net amount owed to Seller, Purchaser shall within ten (10) days following pay such amount to Seller, (iii) to the end extent the reconciliation statement shows a net refund owed tenants, Seller shall within ten (10) days pay such amount to Purchaser, and (iv) Purchaser shall be responsible delivering the reconciliation statements to the tenants and paying to or billing and collecting from the tenants any amounts due to or owing by the tenants as a result of each such reconciliations. Purchaser shall be responsible for completing tenant expense reconciliations for 2015 and paying to or billing and collecting from the tenants any amounts due to or owing by the tenants as a result of such reconciliations. All prorations shall be made on a 365-day calendar year basis, using actual number of days in the month. DAL:0590722/00075:2361764v4 Taxes. Real estate taxes, personal property taxes, special assessments (and installments thereof) and other governmental taxes and charges relating to the Property, including annual or periodic permit fees, (collectively, “Taxes”) payable during the year in which Closing occurs shall be prorated as of the Date of Closing and adjusted against the Purchase Price. If Closing occurs before the actual Taxes payable during such year are known, the proration of Taxes shall be upon the basis of Taxes for the Property payable by Seller during the immediately preceding year; provided, however, that if the Taxes payable during the year in which Closing occurs are thereafter determined to be more or less than the Taxes payable during the preceding year (after any appeal of the assessed valuation thereof is concluded), Seller and Purchaser promptly (but no later than November 15, 2015), except in the case of an ongoing tax protest), shall adjust the proration of Taxes and Seller or Purchaser, as the case may be, shall pay to Seller Post-Closing Receipts collected the other any amount required as a result of such adjustment, and further provided that any reproration of an increase in real estate taxes shall take into account only increases in the previous monthtax rate or millage, i.e., any portion of any real estate tax increase attributable to an increase in assessed value shall not be taken into account. The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in real estate taxes assessed against the Property. All refunds or tax savings relating to real estate taxes (a) shall inure to the benefit of Seller if such refunds or tax savings relate to any period for which Seller owned the Property and (b) shall inure to the benefit of Purchaser if such refunds or tax savings relate to any period for which Purchaser owned the Property; provided, however, each party shall use pay its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary proportionate share of the Closing Datelegal and consulting fees actually incurred in connection with either party’s application for such refunds and tax savings, upon which proportionate share shall be based on the written request amount of Seller, Purchaser tax refunds or tax savings received by each party. This covenant shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance merge with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement deed delivered hereunder but shall survive the Closing Closing. If for the current ad valorem tax year the taxable value of the Property is determined by a special appraisal method that allows for appraisal of the Property at less than its market value, the person to whom the Property is transferred may not be allowed to qualify the Property for that special appraisal in a subsequent tax year and the delivery and recording Property may then be appraised at its full market value. In addition, the transfer of the Deed. 15.3 Seller covenants to operate, maintain and manage Property or a subsequent change in the use of the Property may result in the same manner that it has managed, maintained and operated imposition of an additional tax plus interest as a penalty for the transfer or change in the use of the Property. The taxable value of the Property during and the period applicable method of Seller's ownership, subject to reasonable wear appraisal for the current tax year is public information and tear and casualtymay be obtained from the tax appraisal district established for the county in which the Property is located.

Prorations. 15.1 Water 6.7.1. Real property taxes, assessments, rents, security deposits expenses and other utility charges; fuels; prepaid operating expenses; real prorateable items shall be prorated through Escrow between Buyer and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesSeller as of Close of Escrow. Rents, if any, for such items); operating security deposits and expenses paid shall be approved by Seller which are reimbursable by the tenants for the period Buyer prior to the Closing Date, less any amount previously paid Close of Escrow. Any delinquent rents collected by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income Buyer shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be entitled 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 a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount Close of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing DateEscrow, or (ii) Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such time as all such indebtedness is paid in full. Within tax ▇▇▇▇ to the other party, and not later than ten (10) days following prior to the end of each calendar month, Purchaser shall pay to delinquency date shown on such tax ▇▇▇▇ Buyer and Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement the taxing authority their respective shares of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to such tax ▇▇▇ler for any period ▇, 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 the Proration Date. This Paragraph 15.2 execution of this Agreement shall survive 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 delivery date of this Agreement shall be prorated between Buyer and recording Seller as their respective periods of ownership bear to the primary term of the Deednew Lease, renewal or expansion. 15.3 6.7.3. Seller covenants agrees to operateindemnify, maintain defend and manage 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 terms of this Agreement specifically become the obligation of Buyer), brought by third parties and based on events occurring on or before the date of Closing and which are in any way related to the same manner that it has managedProperty, maintained and operated all expenses related thereto, including but not limited to court costs and attorneys' fees. 6.7.4. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all liabilities, damages, losses, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on events occurring subsequent to the Property during date of Closing and which are in any way related to the period of Seller's ownershipProperty, subject to reasonable wear and tear all expenses related thereto, including, but not limited to, court costs and casualtyattorneys' fees.

Prorations. 15.1 Water All items of income and other utility charges; fuels; expense shall be paid, prorated or adjusted as of the close of business on the day prior to the Closing Date (the "Proration Date") in the manner hereinafter set forth: 5.1 Purchaser shall be credited with (i) the amount of all rents received by Seller and attributable to the period commencing on the Closing Date, (ii) all unapplied refundable cash security deposits held by Seller and which were made by tenants under all Leases in effect as of the Closing Date, and (iii) all prepaid operating expenses; real security deposits for Leases whose terms have not commenced as of the Closing Date. 5.2 All collected rents for the month of Closing shall be prorated between Purchaser and personal property taxes prorated Seller based upon their respective days of ownership for such month in which the Closing occurs. Neither Purchaser nor Seller shall receive credit at Closing for any payments of rental obligations due but not paid as of the Proration Date. 5.3 Purchaser covenants to ▇▇▇▇ tenants on a "net" monthly basis for amounts due from tenants attributable to periods prior to Closing for a period of three (i.e. adjusted 3) consecutive months but shall have no obligation to enforce collection of any such past due accounts from or against any tenant. 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 then due and payable or past-due and payable to Purchaser from such tenant, (ii) next, on account of any amount due Seller from such tenant for all tenants' liabilitiesthe period up to and including the Proration Date and (iii) finally, any balance then remaining to Purchaser. Seller retains the right to pursue its remedies against tenants after Closing for any delinquent payments or other amounts owed to Seller, except for actions or proceedings affecting possession or landlord liens. However, Seller will not exercise any such rights or remedies unless such amounts have not been collected by Purchaser and paid to Seller within three (3) months after such amounts were due and payable to Seller. Any money due to Seller under Section 5.2 or 5.3 shall be remitted to Seller within fifteen (15) days after the end of each month in which Purchaser receives such money. 5.4 Operating expenses, including, without limitation, any prepaid expenses such as permits, licenses and membership dues, shall be prorated between Purchaser and Seller based upon the actual days of their respective ownership of the Property utilizing the actual expenses or reasonable estimates. 5.5 Real estate taxes shall be prorated between Seller and Purchaser based upon the actual days of ownership of the parties for the year in which Closing occurs utilizing the most recent ascertainable tax ▇▇▇▇(s). Seller and Purchaser agree to re-prorate said real estate taxes within thirty (30) days of Purchaser's receipt of the actual tax ▇▇▇▇ for the tax year in question, if any, . Seller reserves the rights to continue to contest any assessment of the Property or any portion thereof and to attempt to obtain a refund for such items); operating expenses paid by any taxes previously paid. Seller which are reimbursable by the tenants for the shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date. 5.6 Except for utilities billed directly to tenants, less utilities shall be prorated as of the Proration Date based upon estimates using the prior month's actual invoices. 5.7 All insurance policies and property management agreements shall be terminated as of the Closing Date and there shall be no proration with respect to these items. 5.8 Not more than two (2) business days prior to Closing (“Walk-Though Date”), a representative of Purchaser and a representative of Seller shall conduct an onsite walk-through of the then unoccupied rental units on the Property to determine whether such unoccupied rental units are in “rent ready” condition. With respect to any rental unit that is vacated on or before five (5) days prior to Closing that Seller has not placed in a “rent ready” condition before the Walk-Through Date, Purchaser shall receive a credit against the Purchase Price at Closing in the amount previously paid by of $450.00 per unit. As used herein, “rent ready” condition shall mean ready for occupancy, equipped with working appliances, cleaned and freshly painted, if necessary. All other items which are customarily prorated in transactions similar to the tenants; unpaid operating transaction contemplated hereby and which were not heretofore dealt with, will be prorated as of the Proration Date. Seller and Purchaser shall cause the Title Company to prepare a draft closing statement containing the prorations described above and deliver the same together with invoices or bills for all prorated expenses for the period and other reasonable backup information from Seller no later than 12:00 p.m. (Chicago time) two (2) business days prior to the Closing Date prorated Date. In the event any prorations or computations made under this Section are based on a "net" basisestimates or prove to be incorrect, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller then either party shall be entitled to a credit for all transferable utility deposits transferred hereunderan adjustment to correct the same, if any, provided that it makes written demand on the party from whom it is entitled to such adjustment within one hundred and twenty (120) days after the end of the calendar year in which the Closing occurs. Purchaser shall indemnify and hold Seller harmless from and against any and all other utility depositsliabilities, if anylosses, may be withdrawn by damages, claims and refunded costs (including reasonable attorney fees, court costs and litigation expenses) which Purchaser received credits pursuant to this Section 5. After the Closing, Seller agrees that it will take such actions and properly execute and deliver to Purchaser shall make its own replacement deposits for utilities such further instruments of assignment, conveyance and transfer as may be necessary to assure, complete and evidence the full and effective transfer and conveyance of Property, including, without limitation, taking any actions or executing any documents required by to transfer the respective utilities involved. Assessmentsweb addresses, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant domain names and URLs to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in fullat Closing. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected The indemnity set forth in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after immediately preceding sentence and the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller covenants contained in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement Section 5 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water Collected rents and any other amounts (including, without limitation, payment of base rent, ground rent, parking income and reimbursements of Property operating costs) paid by tenants applicable to the month in which the Date of Closing occurs shall be prorated as of the Date of Closing and be adjusted against the Purchase Price on the basis of a schedule (the “Rent Schedule”) which shall be prepared by Seller and delivered to Purchaser in connection with Closing. The Rent Schedule shall set forth (i) rents and other utility charges; fuels; prepaid operating expenses; real amounts payable applicable to the month in which the Date of Closing occurs, (ii) rents and personal property taxes prorated on other amounts collected by Seller applicable to the month in which the Date of Closing occurs, and (iii) rents and other amounts due but uncollected and applicable to the month in which the Date of Closing occurs (the latter unpaid obligations being referred to herein as the “Current Delinquencies”), as well as rental and other payment delinquencies (excluding those applicable to the month in which the Date of Closing occurs) which are owed to the LLC but uncollected as of the Date of Closing (“Delinquencies”). Purchaser shall receive a "net" basis (i.e. adjusted credit against the Purchase Price for all tenants' liabilitiesany cash security and other deposits with respect to the Leases, if anywhich deposits are held by the Seller or the LLC and are not turned over to Purchaser, and have not been applied or forfeited as of Date of Closing. In the event that any security deposits are in the form of letters of credit or other financial instruments, Seller or the LLC will, at Closing, assign its interest in such letters of credit or financial instruments to Purchaser, and, following Closing, Seller will cooperate with Purchaser, at no cost to Seller, in order to cause Purchaser to be named as beneficiary under such letters of credit and other financial instruments to be assigned to Purchaser, and Purchaser shall not receive a credit against the Purchase Price for such items); security deposits. 6.3.1. Vault charges, sewer charges, utility charges and operating expenses actually paid by or payable as of the Date of Closing shall be prorated as of the Date of Closing and adjusted against the Purchase Price, provided that within sixty (60) days after the Closing, Purchaser and Seller shall make a further adjustment for such charges which are reimbursable by the tenants for the period may have accrued or been incurred prior to the Closing DateDate of Closing, less any amount previously but not collected or paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated at that date. All prorations shall be made on a "net" 365 day calendar year basis, as set forth above; and all other items using actual number of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property 6.3.2. Payments made by tenants which are in the same manner that it has managed, maintained and operated the nature of reimbursements for Property during the period of Seller's ownership, operating costs which are prorated as provided above shall not be subject to reasonable wear and tear and casualtyreproration or adjustment at the time of reconciliation provided for in the subject Lease(s).

Prorations. 15.1 Water All current base rent, additional rent, reimbursements and other utility charges; fuels; prepaid operating expenses; real amounts owed under the Lease, determined using the accrual method of accounting, shall be prorated between Seller and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesBuyer as of the Closing Date and, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the extent of information then available, such prorations shall be made at the Closing, provided that the parties acknowledge that the Lease and all rental and other obligations thereunder shall be terminated as of the Closing Datepursuant to the Lease Termination. Since the Lease is a triple-net lease under which Buyer, less any as lessee, is responsible for payment of taxes, maintenance, and insurance, rent under the Lease is the only matter to be prorated as of the Closing. Buyer shall receive a Purchase Price credit at the Closing in the amount previously of $51,243.39, which is equal to the security deposit paid by under the tenants; unpaid operating expenses for the period Lease. Seller and Buyer shall use their best efforts prior to the Closing Date to provide the Escrow Holder with information necessary to prepare a closing statement (“Closing Statement”) covering as many items to be prorated on a "net" basis, as set forth above; and all other items of expense and income practicable so such prorations can be made at the Closing. The Closing Statement shall be adjusted ratably as of 12:01 a.m. on prepared by the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, Escrow Holder and all other utility deposits, if any, may be withdrawn by and refunded delivered to Seller and Purchaser Buyer no later than three (3) business days before the scheduled Closing Date. Such prorations shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessmentsadjusted, excluding regular ad valorem real estate taxesif necessary, payable in 15.2 All basic rent paid following and completed after the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior as soon as final information becomes available. Seller and Buyer agree to the Proration Date in an amount greater cooperate and to use their best efforts to complete such prorations no later than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of thirty (i30) one year days after the Closing Date, or except for any annual reconciliation of expense reimbursements payable by tenants which cannot be completed until the final accounting for the year has been prepared. Monthly income and expense items shall be prorated on the basis of a thirty (ii30) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous day month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary Such income and expenses of the Property for the period before the Closing Date, upon Date shall be for the written request account of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through and such income and expenses for the first year period on and after the Closing Date. Upon Date shall be for the delivery account of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedBuyer. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The following shall be prorated between Seller and Purchaser as of the Cut-Off Time: (i) All real estate taxes, water or sewer charges and general or special assessments on the Real Property, or any other utility charges; fuels; prepaid operating expenses; real 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 personal property taxes prorated on a "net" basis (i.e. adjusted assessed value of the Property. Seller shall be responsible for all tenants' liabilities, if any, such taxes that are allocable to any period prior to the Closing Date and Purchaser shall be responsible for all such items); operating expenses paid by Seller which are reimbursable by taxes allocable to any period from and after the tenants for 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, less 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 amount previously sums realized through such certiorari proceedings which are allocable to periods prior to Closing (after recovery of a reasonable allocation of the legal expense and other costs incurred in realizing such sums). (ii) All rent for the month in which the Closing occurs with respect to the Leases shall be prorated at Closing. There shall be no credit for delinquent rent, which shall be paid over by Purchaser to Seller if collected by Purchaser after the Closing. (iii) With respect to Property Contracts assumed by Purchaser in accordance with this Agreement, (1) Seller shall be credited for sums prepaid by Seller under the Property Contracts, (2) Purchaser shall be credited for any amounts under the Property Contracts which as of Closing are due or accrued and relate to the period prior to Closing and (3) Purchaser and Seller shall prorate any amounts prepaid by the tenants; unpaid operating expenses 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 charges based on such final meter readings and Purchaser shall be responsible for all charges thereafter. To the extent such meters are not read and final bills rendered as of the Cut-Off Time, such charges with respect to the Property shall be prorated effective as of the Cut-Off Time utilizing an estimate of such charges reasonably approved by both Purchaser and Seller based on prior utility bills, unless Seller elects to close its own applicable account as of the Cut-Off Time, in which event Purchaser shall open its own account as of the Closing Date and the respective charges shall not be prorated, and, if Seller does not close its own applicable account, any deposits or credits with respect to the foregoing services will be credited to Seller if Purchaser receives full credit therefor from the utility. Upon the taking of a subsequent actual reading, such apportionment shall be adjusted to reflect the actual rate for the billing period in which the date of Closing falls, and Seller, or Purchaser, as the case may be, shall promptly deliver to the other the amount determined to be due upon such adjustment. (viii) Seller shall be responsible for all condominium charges, including without limitation Common Charges and Special Assessments, if any (as such terms are defined in the Condominium Documents) and such other charges as may be due under the Condominium Documents (collectively, the “Condominium Charges”), in respect of the Essex House Condominium that are allocable to any period prior to the Closing Date and Purchaser shall be responsible for all such Condominium Charges allocable to any period from and after the Closing Date. If any such Condominium Charges relating to the period prior to the Closing are paid in installments, then Seller shall pay on or before the Closing Date prorated on a "net" basis, as set forth above; any remaining installments with respect to such Condominium Charges that are allocable to any period prior to the Closing Date and all other items of expense and income same shall be adjusted ratably between Seller and Purchaser as of 12:01 a.m. the Cut-Off Time. Seller and Purchaser agree that to the extent the actual Condominium Charges differ from the amount so apportioned at Closing, the parties hereto will within thirty (30) days after receipt of a request from Purchaser or Seller, as applicable, make all necessary adjustments by appropriate payments between themselves promptly following the Closing. (ix) As of the date hereof the balance of the FF&E reserve held for Seller’s benefit for the Hotel-Related Units is $7,065,390.25 (the “FF&E Balance”). At Closing, Purchaser shall receive a credit in an amount equal to the FF&E Balance on the date hereof. Notwithstanding the foregoing, between the date hereof through and including the Closing Date Date, Seller may use any portion of the FF&E Balance or increase the FF&E Balance; provided, however, ("Proration Date"). Seller x) no increase in the FF&E Balance over the FF&E Balance on the date hereof shall be entitled 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 for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Purchaser at Closing of less than the FF&E Balance on the date hereof. Representatives of Seller and Purchaser shall make its own replacement deposits for utilities 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 by under this Agreement. Prior to Closing, representatives of Purchaser and Seller shall jointly prepare a statement (the respective utilities involved. Assessments“Preliminary Closing Statement”) based upon such preliminary inventories, excluding regular ad valorem real estate taxesaudits and examinations which will show the net amount due to Seller or Purchaser as the result thereof, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an and that net amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall will be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Dateadded to, or (ii) such time as all such indebtedness is paid in fulldeducted from, the Purchase Price. Within ten ninety (1090) days following the end Closing, representatives of each calendar monthPurchaser 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 best data then available and re-prorated when the information is available. The provisions of this Section 8.4 shall survive the Closing for a period of twelve (12) months and shall not be deemed merged into any instrument of conveyance delivered at the Closing. Purchaser and Seller acknowledge and agree that, except as otherwise expressly provided herein, the purpose and intent of the provisions set forth in this Section 8.4 and elsewhere in this Agreement as to prorations and apportionments is that Seller shall bear all expenses of the ownership and operation of the Property (for which buyers and sellers of hotels in The City of New York would customarily prorate or apportion) and shall receive all income therefrom accruing through the Cut-Off Time and Purchaser shall pay to Seller Post-Closing Receipts collected 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 previous monthforegoing provisions. Purchaser and Seller further acknowledge and agree that the apportionments as to the Hotel-Related Units in this Section 8.4(b) shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaserbe prepared, to collect all amounts whichthe extent applicable, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy current edition of the Post-Closing Receipts reconciliation statement and upon the verification Uniform System of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant Accounts for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording Hotels of the DeedHotel Association of New York City, Inc., as adopted by the American Hotel Association of the United States and Canada. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water A. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; 1996 (if not paid) and 1997 real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date. Assessments of record (other than ad valorem taxes) payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if anythe adjustments thereof shall be on the basis of the most recent ascertainable data. The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, and all other utility deposits, if any, may be withdrawn by and refunded except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable indelinquent rent referred to in Paragraph 12B below. 15.2 B. All basic rent sums paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent lease for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all then current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. For a period of sixty days following Closing, Purchaser shall use its reasonable, good faith efforts, send monthly collection notices to tenants residing at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute the Property owing Post-Closing Receipts hereunderReceipts. Within 30 90 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 60 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide At Seller's expense, Seller with any information reasonably necessary 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. Purchaser's obligations Seller shall deliver to attempt Purchaser any sums received by Seller after the Closing Date which relate to collect Post- Closing Receipts shall expire one year from the period of time after the Closing Date, along with an accounting identifying any such sums. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12B of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 13.1. ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); security deposits which are refundable under the leases; escrow and/or impounds held by the Lender (which will be assigned to Purchaser and credited to Seller); interest on the First Note; water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the later of the Closing Date or the actual date of the closing of this transaction ("Proration Date"), and credited to the balance of the cash due at Closing. Seller Assessments payable in installments which are due subsequent to the Closing Date shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 13.2 below. 13.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent lease for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller an amount equal to the amount such Post-Closing Receipts collected in Receipt exceeds the previous monthamount currently due by the tenant paying such Post-Closing Receipt under its lease. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderhereunder provided, however, that Purchaser shall not be required to instigate litigation to collect Post-Closing Receipts. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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 ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 13.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if anyi) Except as otherwise provided below, for each item prorated hereunder, the portion thereof allocable to periods beginning as of the Closing Proration Time (as hereinafter defined) shall be credited to Buyer, or charged to Buyer, as applicable, and the portion thereof allocable to periods ending as of the Closing Proration Time shall be credited to Seller, or charged to Seller, as applicable, all of which prorations shall be made with respect to applicable Properties at Closing or, in the case of allocations to be made after Closing, upon receipt of such items); operating expenses paid 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 which are reimbursable by prior to 5:00 p.m. local New York, New York time on the tenants for Closing Date, as of 11:59 p.m. local New York, New York time on the period day prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items of expense and income in which event Buyer shall be adjusted ratably as deemed owner of 12:01 a.m. the applicable Properties on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred the purposes of prorations hereunder, and (y) if anythe Purchase Price (or allocated portion thereof) is received by Seller at or after 5:00 p.m. local New York, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after New York time on the Closing Date, or (ii) such 11:59 p.m. local New York, New York time as all such indebtedness is paid on the Closing Date in full. Within ten (10) days following which event Seller shall be deemed owner of the end applicable Properties on the Closing Date for the purposes of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts prorations hereunder. Within 30 days If the Closing Statement reflects prorations calculated based on an incorrect Closing Proration Time, then either at Closing or upon reproration after the one-year anniversary Closing, Buyer and Seller shall reprorate as of the correct Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing DateProration Time. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior Subject to the Proration Date. This Paragraph 15.2 of this Agreement foregoing, prorations at Closing shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.be calculated as follows:

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; accrued but unpaid interest on the Notes; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. In addition, Purchaser shall give Seller a credit at Closing for all transferable utility deposits transferred hereunderescrows, if anyreserves and holdbacks, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required held by the respective utilities involvedLender under the Loan Documents. Assessments, excluding regular ad valorem real estate taxes, payable inAll prorations will be final except as to delinquent rent referred to in Paragraph 12.2 below. 15.2 12.2. All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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 ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water (a) Seller and other utility charges; fuels; prepaid operating expenses; 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 prorated and assessments for the year in which Closing occurs, utility bills (except as hereinafter provided), collected Rentals (subject to the terms of (b) below) and operating expenses payable by the owner of the Property (on the basis of a 365 day year, actual days elapsed). 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 "net" preliminary closing statement to be prepared by Seller and 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 Time, the prorations will be made at Closing on the basis of the best evidence then available; thereafter, when actual figures are received, re-prorations will be made on the basis of the actual figures, and a final cash settlement will be made between Seller and Purchaser. No prorations will be made in relation to insurance premiums (i.e. adjusted 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 tenants' liabilitiesdeposits 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 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 Closing Statement for the prorated amount (as of the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any period following the Closing Time. After the Closing, Seller will cause to be paid or turned over to Purchaser all Rentals, if any, for such items); operating expenses paid received by Seller after Closing and properly attributable to any period following the Closing Time. “Rentals” includes fixed monthly rentals, parking rentals and charges, additional rentals, percentage rentals, escalation rentals (which include such Tenant’s proportionate share of building operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals, administrative charges, utility charges, tenant or real property association dues, storage rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending machine receipts and other sums and charges payable to Seller under the Tenant Lease or from other occupants or users of the Property, excluding specific tenant ▇▇▇▇▇▇▇▇ which are reimbursable governed by Section 10.4(d). Rentals are “Delinquent” if they were due prior to the tenants Closing Time and payment thereof has not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Until the end of the Survival Period, Purchaser agrees to use good faith collection procedures with respect to the collection of any Delinquent Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will not be required to conduct lock-outs or take any other legal action to enforce collection of any such amounts owed to Seller by Tenants of the Property. Seller 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 payment actually collected during the Survival Period properly attributable to the period prior to the Closing Date, less any amount previously paid Time. All sums collected by Purchaser during the tenants; unpaid operating expenses Survival Period from such Tenant (excluding Tenant payments for Operating Expense Recoveries attributable to the period prior to the Closing Date prorated on a "net" basisTime and tenant specific ▇▇▇▇▇▇▇▇ for tenant work orders and other specific services as described in and governed by Section 10.4(d) below, as set forth above; and all other items of expense and income which shall be adjusted ratably as of 12:01 a.m. on payable to and belong to Seller in all events, notwithstanding anything herein to the contrary) will be applied first to amounts currently owed by such Tenant to Purchaser (including Delinquent Rentals attributable to the period after the Closing Date ("Proration Date"Time), then any collection costs of Purchaser related to such Tenant, and then to prior delinquencies owed by Tenant to Seller. Seller shall be entitled to a credit for all transferable utility deposits transferred hereunderinstitute legal actions to pursue Delinquent Rental after Closing, if any, but in no event shall Seller be permitted to institute eviction proceedings against any Tenant. Any sums collected by Purchaser and all other utility deposits, if any, may be withdrawn by and refunded due to Seller and Purchaser shall make its own replacement deposits for utilities as may will be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing promptly remitted to Seller, and any sums collected by Seller and due to Purchaser shall pay will be promptly remitted to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesliability, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 13.2 below. 13.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts (excluding litigation) to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 13.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 2.7.1 Real property taxes, assessments, rents, security deposits, and other utility charges; fuels; prepaid operating expenses; common area expenses shall be prorated through Escrow between Buyer and Seller as of Close of Escrow, Draft prorations of the real property taxes, assessments, rents and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating common area maintenance expenses paid shall be delivered by Seller which are reimbursable by the tenants for the period to Buyer and Escrow Holder five (5) days prior to Close of Escrow, The prorations of the Closing Datereal property taxes, less any amount previously paid assessments, rents and common area expenses shall be approved by the tenants; unpaid operating expenses for the period Buyer prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items Close of expense and income Escrow. Any delinquent rents collected by Buyer shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")paid to Seller. Seller shall have the right to pursue any Tenant for delinquent rent, but shall not cause a Tenant to be entitled 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 a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount Close of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing DateEscrow, or (ii) Seller receives any further or supplemental tax ▇▇▇▇ relating to any period after Close of Escrow, the recipient shall promptly deliver a copy of such time as all such indebtedness is paid in full. Within tax ▇▇▇▇ to the other party, and not later than ten (10) days following prior to the end of each calendar month, Purchaser shall pay to delinquency date shown on such tax ▇▇▇▇ Buyer and Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to the taxing authority their respective shares of such tax ▇▇▇▇, prorated as of Close of Escrow. 2.7.2 All leasing commissions owing and tenant improvements with respect to the Property transactions entered into prior to execution of this Agreement shall be paid by Seller, and Seller a reconciliation statement of Post-Closing Receipts through shall indemnify and hold Buyer harmless for Lease commission claims brought against the first year Property arising therefrom. All leasing commissions for new Leases and for Lease renewals and expansion options executed after the Closing Date. Upon the delivery date of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller this Agreement in accordance with the terms hereof. Purchaser of Paragraph 3.4.2 shall provide be prorated between Buyer and Seller with any information reasonably necessary as their respective periods of ownership bear to verify the accuracy primary term of the Post-Closing Receipts reconciliation statement new Lease. 2.7.3 Seller agrees to indemnify and upon 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 verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 terms of this Agreement shall survive specifically become the Closing obligation of Buyer), brought by third parties and based on conditions or events occurring on or before the delivery date of Close of Escrow and recording of which are in any way related to the DeedProperty, and all expenses related thereto, including, but not limited to, court costs and attorneys' fees. 15.3 2.7.4 Buyer agrees to indemnify and hold Seller covenants harmless of and from any and all liabilities, claims, demands, suits and judgments, of any kind or nature, including court costs and reasonable attorneys' fees, brought by third parties and based on conditions or events occurring subsequent to operatethe date of Close of Escrow and which are in any way related to the Property, maintain and manage the Property in the same manner that it has managedall expenses related thereto, maintained including, but not limited to, court costs and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualtyattorneys' fees.

Prorations. 15.1 Water Buyer and Seller, as of the Closing Date, shall prorate (with Buyer being deemed to be Landlord for purposes of income and expenses on the Closing Date): Rents and all other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses amounts paid by Seller which are reimbursable by Tenant under the tenants Lease (collectively “Rent”) for the month in which the Closing occurs. Rent received by Seller during the month of Closing but relating to periods before the Closing Date shall be retained by Seller. For the period after Closing through and including the last day of the month of Closing, all Rent collected by Buyer shall be prorated as of the Closing Date. In the event that prior to the Closing Date the Tenant does not pay any expenses that are the responsibility of the Tenant under the Lease accruing prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior Seller and Buyer each agree to the Closing Date prorated on a "net" basis, as set forth above; and all other items pay its prorata share of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if anysaid charges, and all expenses (other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem than real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon . Collections by Seller after Closing of Rent due and owing Buyer for periods on and after the written request date of Closing shall be paid to Buyer within five (5) business days of receipt thereof by Seller, Purchaser . Collections by Buyer after Closing of Rent due and owing Seller for periods prior to the date of Closing shall deliver be paid to Seller within five (5) business days of receipt thereof by Buyer; provided, however, that Rent collected after the Closing Date will be applied first to the most recent Rent due (but not more than one month in advance). If, after Closing, the parties discover any errors in adjustments and apportionments, or additional information becomes available which would render the closing prorations materially inaccurate, the adjustments and apportionments shall be corrected as soon after their discovery as possible. At Closing, Seller shall cancel any insurance policies that it has related to the Property (effective as of the Closing Date), including but not limited to casualty and liability insurance, and at Closing, Seller shall provide a reconciliation statement credit to Buyer for the prorated amount of Post-Closing Receipts through any insurance premiums that Tenant has paid to Landlord covering the first year period of time after the Closing Date. Upon the delivery The representations and warranties of the Post-Closing Receipts reconciliation, Purchaser parties set forth in this Section 11 shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy survive until March 31 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. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one calendar year from immediately following the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water On the Closing Date, the following amounts will ---------- be calculated for the ▇▇▇▇▇ Systems, on the one hand, and the TCI Systems, on the other, and paid by the applicable party, without duplication: 3.2.2.1 Each party will make adjustments on a pro rata basis as of the Closing Date for all prepaid expenses, other utility charges; fuels; prepaid operating expenses; than inventory (but only to the extent the full benefit thereof will be realizable by the other party within 12 months after the Closing Date), accrued expenses (including real and personal property taxes prorated on a "net" basis (i.e. adjusted for Taxes), copyright fees and franchise or license fees or charges, prepaid income, subscriber prepayments and accounts receivable related to such party's Cable Business, all tenants' liabilitiesas determined in accordance with generally accepted accounting principles consistently applied, if any, for to reflect the principle that all expenses and income attributable to such items); operating expenses paid by Seller which are reimbursable by the tenants party's Cable Business for the period prior through and including the Closing Date are for the account of such party, and all expenses and income attributable to such party's Cable Business for the period after the Closing Time are for the account of the other party. Neither party will receive credit for any (a) accounts receivable resulting from cable service sales any portion of which is 60 days or more past due from the billing date as of the Closing Date, less (b) accounts receivable resulting from advertising sales any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other items portion of expense and income shall be adjusted ratably which is 120 days or more past due as of 12:01 a.m. on the Closing Date ("Proration Date"). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (iic) such time accounts receivable from customers whose accounts are inactive or whose service is pending disconnection for any reason as all such indebtedness is paid in fullof the Closing Date. Within ten (10) days following Notwithstanding the end foregoing, no adjustment will be made for any items of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost income or expense that relate to Purchaserany Excluded Assets. For purposes of making "past due" calculations under this paragraph, the billing statements of a System will be deemed to collect all amounts whichbe due and payable on the first day of the period during which the service to which such billing statements relate is provided. 3.2.2.2 All advance payments to, upon collectionor funds of third parties on deposit with, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary a party as of the Closing Date, upon relating to such party's Cable Business, including advance payments and deposits (including any accrued interest on such deposits) by subscribers served by such party's Cable Business for converters, encoders, decoders, cable television service and related sales, will be assumed by, and credited to the written request of Selleraccount of, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser other party. 3.2.2.3 TCI shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to ▇▇ the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording economic value of the Deed. 15.3 Seller covenants vacation time which ▇▇▇▇▇ assumes pursuant to operate, maintain and manage SECTION 7.3.7 for the Property Hired Employees (as defined in SECTION 7.3.7) in the same manner that it has managed, maintained and operated TCI Systems. ▇▇▇▇▇ shall pay TCI the Property during economic value of the period of Seller's ownership, subject vacation time which TCI assumes pursuant to reasonable wear and tear and casualtySECTION 7.3.7 for the Hired Employees in the ▇▇▇▇▇ Systems.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; management fees in the amount of 5%; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth abovetaxes; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited to the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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 ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; All real and property taxes, personal property taxes prorated ---------- taxes, ad valorem obligations and similar Taxes imposed on a "net" basis (i.e. adjusted ---------- periodic basis, in each case levied with respect to the Rooftop Assets, other than conveyance taxes provided for all tenants' liabilities, if anyin Section 2.5, for such items); operating expenses paid by Seller a taxable period which are reimbursable by the tenants for the period prior to includes (but does not end on) the Closing DateDate (collectively, less any amount previously paid by the tenants; unpaid operating expenses for "Apportioned Obligations") shall be apportioned between Seller and Purchaser as of the Closing Date based on the number of days of such taxable period occurring prior to the Closing Date prorated (the "Pre-Closing Tax Period") and the number of days of such taxable period occurring on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on or after the Closing Date (the "Proration DatePost-Closing Tax Period"). Seller shall be entitled to a credit liable for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant proportionate amount of the Property who such Taxes that is indebted under a Lease for basic rent for any period prior attributable to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "PostPre-Closing Receipt" until the earlier to occur of (i) one year Tax Period. As soon as practical after the Closing Date, or (ii) Seller and Purchaser shall present a statement for reimbursement for such time Taxes with respect to which each is entitled to reimbursement under this Section 15.4(a), together with such supporting evidence as all such indebtedness is reasonably necessary to calculate the proration amount. The proration amount shall be paid in full. Within by the party owing it to the other within ten (10) days following after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any ▇▇▇▇ for such Taxes relating to the end Rooftop Assets, part or all of each calendar monthwhich are attributable to the Post- Closing Tax Period, and shall promptly deliver such ▇▇▇▇ to Purchaser who shall pay the same to the appropriate Taxing authority, provided that if such ▇▇▇▇ covers the Pre-Closing Tax Period, Seller shall also remit to Purchaser prior to the due date of assessment payment the proportionate amount of such ▇▇▇▇ that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser shall pay thereafter make a payment for which it is entitled to Seller Post-Closing Receipts collected reimbursement under this Section 15.4(a), the other party shall make such reimbursement promptly but in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 event later than thirty (30) days after the one-year anniversary presentation of a statement setting forth the Closing Date, upon amount of reimbursement to which the written request presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of Seller, Purchaser shall deliver to Seller a reconciliation statement reimbursement. Any payment required under this Section and not made within ten (10) days of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliationstatement shall bear interest at the rate per annum determined, Purchaser shall deliver from time to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with time, under the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy provisions of Section 6621(a)(2) 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. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant Code for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the Deedeach day until paid. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilitiesa) Rents, including, without limitation, percentage rents, if any, for and any additional charges and expenses payable under tenant leases, all as and when actually collected (whether such itemscollection occurs prior to, on or after the Closing Date); operating 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 reimbursable being amortized over time by Seller and with respect to which Seller shall receive a credit at Closing in the tenants for amount of the period prior to the Closing Dateunamortized portion thereof), less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date shall all be prorated on a "net" basis, as set forth above; and all other items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date ("Proration Date")date the Deeds are recorded on the basis of a 365-day year. Seller shall be entitled to receive a credit at Closing for all transferable utility deposits transferred hereunder, if any, the tenant improvements and all other utility deposits, if any, may leasing commissions described in Section 7.2. Any sums collected by Buyer from tenants after the Closing shall be withdrawn by promptly paid to current rents and refunded then to Seller to the extent of any remaining rents and Purchaser other sums which were delinquent at Closing. Buyer shall make its own replacement use reasonable efforts to collect such delinquent rents but shall have no obligation to commence a legal proceeding to collect such sums. If Buyer has not been able to collect any delinquent rents within ninety (90) days after the Closing, Seller may bring legal actions to collect such rents, provided Seller shall have no right to terminate any tenant's lease. The amount of any security deposits under tenant leases shall be credited against the Purchase Price. Seller shall receive credits at Closing for utilities as may be required by the respective utilities involvedamount of any utility or other deposits with respect to the Property. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under Seller shall use reasonable efforts to obtain a Lease for basic rent for any period utility reading immediately prior to the Proration Date in an amount greater than Closing Date. Buyer shall cause all utilities to be transferred into Buyer's name and account at the amount time of all current basic rent owed by said tenant to Purchaser shall Closing. Seller and Buyer hereby agree that if any of the aforesaid prorations and credits cannot be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after calculated accurately on the Closing Date, then the same shall be 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 credits shall promptly pay said sum to the other party. (b) For the properties located in Arizona, Seller shall pay for the premium for a standard coverage title policy. Buyer shall pay for (i) the additional premium for extended coverage and (ii) such time as the cost of all such indebtedness is paid endorsements. The escrow fees and recording costs shall be equally borne by both Buyer and Seller. For the property located in full. Within ten (10) days following the end of each calendar monthNew Mexico, Purchaser Seller shall pay to for the title insurance policy. Buyer shall pay for (i) the cost of all endorsements and the costs of deleting the standard preprinted exceptions, (ii) all recording costs and (iii) the environmental audit and any other inspections. The escrow fees shall be equally borne by both Buyer and Seller. For the property located in Texas, Seller Post-Closing Receipts collected shall pay for (i) the title insurance premium, and (ii) the cost of recording the deed. Buyer shall pay for the cost of all endorsements. The escrow fees shall be equally borne by both Buyer and Seller. For the properties located in Colorado, Buyer shall pay for (i) all recording costs, (ii) the previous monthdocumentary fees and (iii) the costs of all endorsements and extended title coverage. Purchaser Seller shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunderpay for the premium for basic title coverage. Within 30 days after The escrow fees shall be equally borne by both Buyer and Seller. All other costs associated with the one-year anniversary closing of the Closing Date, upon the written request of Seller, Purchaser transaction contemplated herein shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller be paid in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy local custom of the Post-Closing Receipts reconciliation statement and upon county in which the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 Property is located. (c) The provisions of this Agreement Section 8.5 shall survive the Closing and the delivery and recording of the DeedClosing. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water A. ▇▇▇ts (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; accrued but unpaid interest on the Note; fuels; prepaid operating expenses; 1995 (if not paid) and 1996 real and personal property taxes prorated taxes; accrued but unpaid interest on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; Note and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. on the Closing Date. Assessments of record (other than ad valorem taxes) payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. The parties agree to re-prorate the proration items within forty-five (45) days after the date of Closing, except as to delinquent rent referred to in Paragraph 12B below. In addition, Purchaser shall give Seller a credit at Closing for all transferable utility deposits transferred hereunderescrows, reserves and holdbacks held by the Lender under the Loan Documents, except for amounts, if any, of such escrows, reserves and all other utility deposits, if any, may be withdrawn by and refunded holdbacks applicable to Seller and expenses which relate to the period prior to the Closing Date for which Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable inhas not been given a credit hereunder. 15.2 B. All basic rent sums paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent lease for any period prior to and including the Proration Closing Date in an amount greater than after the amount payment to Purchaser of all then current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. For a period of sixty days following Closing, Purchaser shall use its reasonable, good faith efforts, send monthly collection notices to tenants residing at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute the Property owing Post-Closing Receipts hereunderReceipts. Within 30 90 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 60 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide At Seller's expense, Seller with any information reasonably necessary 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. Purchaser's obligations Seller shall deliver to attempt Purchaser any sums received by Seller after the Closing Date which relate to collect Post- Closing Receipts shall expire one year from the period of time after the Closing Date, along with an accounting identifying any such sums. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12B of this Agreement shall survive the Closing and the delivery and recording of the Deed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 13.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenantsTenants' liabilitiesliability, if any, for such items), accrued interest under the Loan Documents for the month in which the Closing occurs; operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses Tenant for the period prior to the Closing Date prorated on a "net" basis, as set forth aboveless any amount previously paid by the Tenant shall be credited to Seller; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date")shall be paid by Purchaser. If the amount of any of the items to be prorated is not then ascertainable, the adjustments thereof shall be on the basis of the most recent ascertainable data. Seller shall be entitled to receive a credit at Closing for all transferable utility deposits transferred hereunder, if any, any and all other utility deposits, if any, may escrow or impound accounts held by any Lender Entities. All prorations will be withdrawn by final except as to delinquent rent referred to in Paragraph 13.2 below and refunded to Seller and Purchaser shall make its own replacement deposits except for utilities as may be required by the respective utilities involvedmathematical errors or mutual mistakes. 13.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant the Tenant of the Property who is indebted under a the Lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than shall be first applied against the amount of all current basic rent owed by said tenant to Purchaser rents due under the Lease and the excess (if any) shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end each receipt by Purchaser of each calendar montha Post-Closing Receipt, Purchaser shall pay to Seller such Post-Closing Receipts collected in the previous monthReceipt to Seller. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, best efforts to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 120 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary 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 ReceiptsReceipts and the cost of performing Seller's audit. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 13.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. Any "percentage rent" (as that term is defined in Section 2.02 of the Lease) collected by Purchaser for periods prior to the Closing Date shall not be characterized as Post-Closing Receipts and, to the extent collected by Purchaser, shall remain the sole and exclusive property of Purchaser. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water 12.1. Rents (exclusive of delinquent rents, but including prepaid rents); refundable security deposits (which will be assigned to and assumed by Purchaser and credited to Purchaser at Closing); water and other utility charges; fuels; prepaid operating expenses; real and personal property taxes prorated on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid by Seller which are reimbursable by the tenants for the period prior to the Closing Date, less any amount previously paid by the tenants; unpaid operating expenses for the period prior to the Closing Date prorated on a "net" basis, as set forth above; and all other similar items of expense and income shall be adjusted ratably as of 12:01 a.m. 11:59 p.m. on the Closing Date, and credited against the balance of the cash due at Closing. Assessments payable in installments which are due subsequent to the Closing Date ("Proration Date"). Seller shall be entitled paid by Purchaser. If the amount of any of the items to a credit for all transferable utility deposits transferred hereunderbe prorated is not then ascertainable, if any, and all other utility deposits, if any, may the adjustments thereof shall be withdrawn by and refunded on the basis of the most recent ascertainable data. All prorations will be final except as to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involveddelinquent rent referred to in Paragraph 12.2 below. 12.2. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease lease for basic rent for any period prior to and including the Proration Closing Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days All rent payments received from tenants following the end of each calendar month, Purchaser Closing Date shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days be applied first against such tenant's current rent obligation accruing from and after the one-year anniversary of the Closing Date, upon and then applied to delinquent rents as provided in the written request of Sellerpreceding sentence. Within 120 days after the Closing Date, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year 90 days after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser Date and shall deliver to Seller any Post-Closing Receipts, less reasonable collection costs, if any, to Purchaser to procure such Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Upon delivery to Seller of the Post-Closing Receipts reconciliation statement and payment of any Post-Closing Receipts due to Seller from receipts through the first 90 days following the Closing Date, Purchaser shall provide have no further obligation to Seller with for payment of any information reasonably necessary Post-Closing Receipts. 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. PurchaserReceipts and the cost of performing Seller's obligations audit if such additional funds owed to attempt to collect Post- the Seller exceed 25% of the total Post-Closing Receipts shall expire one year from the Closing Datepreviously paid to Seller. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 12.2 of this Agreement shall survive the Closing and the delivery and recording of the Deeddeed. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.

Prorations. 15.1 Water The third paragraph of Paragraph 11 of the Agreement is hereby amended and other utility charges; fuels; prepaid operating expenses; real restated in its entirety as follows: “At Closing, Buyer shall receive a credit for (i) any outstanding and personal property taxes prorated on a "net" basis accrued but unpaid brokerage commissions to the extent payable (i.e. adjusted for all tenants' liabilities, if any, for such items); operating expenses paid but unpaid as of the Closing) by Seller which are reimbursable (as landlord), with respect to lease and lease modifications entered into by the tenants for the period Seller prior to the Closing DateExecution Date (“Pre-Execution Brokerage Commissions”), less (ii) any amount previously paid outstanding free rent to the extent granted (but unapplied as of the Closing) by Seller (as landlord), pursuant to the tenants; unpaid operating expenses for express terms of the period leases and 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 pursuant to the express terms of the leases and lease modifications entered into by Seller prior to the Execution Date prorated on a "net" basisand which cannot be converted to rent credits pursuant to the terms of the subject 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”), as set forth above; the amount of the same (which the parties agree and all other items of expense and income acknowledge is equal to $2,522,044.48 in the aggregate) shall not be deducted from the Purchase Price but shall be adjusted ratably 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 of 12:01 a.m. on required under the Closing Date applicable leases ("Proration Date"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 entitled have no other obligations or liabilities in connection with the foregoing (i.e., with respect to a credit for 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 assume all transferable utility deposits transferred hereunderobligations of Seller to pay such amounts as and when due and indemnify, if anydefend, and hold Seller harmless from and against any and all other utility depositsclaims, if anydamages, may be withdrawn by and refunded to Seller and Purchaser shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of costs or liabilities associated with same (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement which indemnity shall survive the Closing and the delivery and recording of the DeedClosing). 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.”

Prorations. 15.1 Water All items of income and expense 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 utility charges; fuels; prepaid operating expenses; real reimbursements from tenants ("TENANT CONTRIBUTIONS") received by Seller, Owner or Prior Owner and personal property taxes 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 on a "net" basis (i.e. adjusted for all tenants' liabilities, if any, between Purchaser and Seller based upon their respective days of ownership of the Partnership Interest for such items); operating 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 which are reimbursable by 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, less 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 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 previously 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 tenants; unpaid operating expenses 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 prorated 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 "net" basisresult 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 above; in the immediately preceding sentence and the covenants contained in this Section 5 shall survive Closing. Purchaser and Seller hereby agree to reprorate all other items of 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 adjusted ratably paid in the same manner as they would have been paid as provided herein had the final amounts been known as of 12:01 a.m. on the Closing Date. 5.12 Seller shall cause to be prepared and timely filed, at Seller's cost and expense, a stub-period tax return for Owner for the period from January 1, 1997 through the Closing Date ("Proration Date"i.e., through the date on which there is a termination for tax purposes of Owner by reason of Purchaser's purchase of the Partnership Interest). Seller shall be entitled to a credit for all transferable utility deposits transferred hereunder, if any, and all other utility deposits, if any, may be withdrawn by and refunded to Seller and Purchaser Such tax return shall make its own replacement deposits for utilities as may be required by the respective utilities involved. Assessments, excluding regular ad valorem real estate taxes, payable in 15.2 All basic rent paid following the Closing Date by any tenant election under 754 of the Property who is indebted under a Lease for basic rent for any period prior to the Proration Date in an amount greater than the amount of all current basic rent owed by said tenant to Purchaser shall be deemed a "Post-Closing Receipt" until the earlier to occur of (i) one year after the Closing Date, or (ii) such time as all such indebtedness is paid in full. Within ten (10) days following the end of each calendar month, Purchaser shall pay to Seller Post-Closing Receipts collected in the previous month. Purchaser shall use its reasonable, good faith efforts, at no additional cost or expense to Purchaser, to collect all amounts which, upon collection, would constitute Post-Closing Receipts hereunder. Within 30 days after the one-year anniversary of the Closing Date, upon the written request of Seller, Purchaser shall deliver to Seller a reconciliation statement of Post-Closing Receipts through the first year after the Closing Date. Upon the delivery of the Post-Closing Receipts reconciliation, Purchaser shall deliver to Seller any Post-Closing Receipts owing to Seller and not previously delivered to Seller in accordance with the terms hereof. Purchaser shall provide Seller with any information reasonably necessary to verify the accuracy of the Post-Closing Receipts reconciliation statement and upon the verification of additional funds owing to Seller, Purchaser shall pay to Seller said additional Post-Closing Receipts. Purchaser's obligations to attempt to collect Post- Closing Receipts shall expire one year from the Closing Date. Seller shall retain the right to sue any tenant for rent owed to ▇▇▇ler for any period prior to the Proration Date. This Paragraph 15.2 of this Agreement shall survive the Closing and the delivery and recording of the DeedInternal Revenue Code. 15.3 Seller covenants to operate, maintain and manage the Property in the same manner that it has managed, maintained and operated the Property during the period of Seller's ownership, subject to reasonable wear and tear and casualty.